exhibit_10-1.htm


    
 

     

     

    Exhibit 10.1

     

    EXECUTION VERSION        

    
 

    


     

    $400,000,000

     

    CREDIT
AGREEMENT

     

    dated as
of

     

    July 18,
2008

     

    among

     

    RALCORP
HOLDINGS, INC.,

     

    as
Borrower

     

    THE
LENDERS PARTY HERETO

     

    JPMORGAN
CHASE BANK, N.A.,

     

    as
Administrative Agent, Swingline Lender and Issuing Bank

     

    SUNTRUST
BANK,

    as
Syndication Agent

     

    BANK OF
AMERICA, N.A.

    and

    DEUTSCHE
BANK AG NEW YORK BRANCH,

    as
Documentation Agents

     

    and

     

    THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD.,

    WACHOVIA
BANK, NATIONAL ASSOCIATION

    and

    WELLS
FARGO BANK, N.A.,

     

    as
Managing Agents

     

    _________________________

     

    J.P.
MORGAN SECURITIES INC.

    and

    SUNTRUST
ROBINSON HUMPHREY, INC.,

    as Joint
Bookrunners and Joint Lead Arrangers

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

     

     

    
 

    TABLE
OF CONTENTS

                                                                                                                                                                                                                        Page     


     

    
      	
              ARTICLE
      I    
      Definitions............................................................................................................................................................................1

               

                      SECTION
      1.01.  Defined
      Terms..........................................................................................................................................................1

                      SECTION
      1.02.  Classification of Loans and
      Borrowings............................................................................................................17

              SECTION
      1.03.  Terms
      Generally.....................................................................................................................................................17

              SECTION
      1.04.  Accounting
      Terms................................................................................................................................................18

               

              ARTICLE
      II    The
      Credits........................................................................................................................................................................18

               

              SECTION
      2.01. 
      Commitments.........................................................................................................................................................18

              SECTION
      2.02.  Loans and
      Borrowings.........................................................................................................................................18

              SECTION
      2.03.  Requests for Revolving
      Borrowings.................................................................................................................19

              SECTION
      2.04.  [Intentionally
      Omitted].........................................................................................................................................20

              SECTION
      2.05.  Swingline
      Loans....................................................................................................................................................20

              SECTION
      2.06.  Letters of
      Credit.....................................................................................................................................................21

              SECTION
      2.07.  Funding of
      Borrowings........................................................................................................................................25

              SECTION
      2.08.  Interest
      Elections..................................................................................................................................................26 

              SECTION
      2.09.  Termination and Reduction of Commitments; Increase of
      Commitments....................................................27

              SECTION
      2.10.  Repayment of Loans; Evidence of
      Debt...........................................................................................................28

              SECTION
      2.11.  Prepayment of
      Loans...........................................................................................................................................29

              SECTION
      2.12. 
      Fees........................................................................................................................................................................30

              SECTION
      2.13. 
      Interest...................................................................................................................................................................31

              SECTION
      2.14.  Alternate Rate of
      Interest...................................................................................................................................32

              SECTION
      2.15.  Increased
      Costs....................................................................................................................................................32

              SECTION
      2.16.  Break Funding
      Payments....................................................................................................................................33

              SECTION
      2.17. 
      Taxes......................................................................................................................................................................34

              SECTION
      2.18.   Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs....................................................................35

              SECTION
      2.19.  Mitigation Obligations; Replacement of
      Lenders...........................................................................................36

               

              ARTICLE
      III   Representations and Warranties 
      ................................................................................................................................37

               

              SECTION
      3.01.  Corporate Existence and Standing 
      ..................................................................................................................37

              SECTION
      3.02.  Authorization and Validity 
      ...............................................................................................................................37

              SECTION
      3.03.  Compliance with Laws and Contracts 
      ............................................................................................................38

              SECTION
      3.04.  Governmental
      Consents.....................................................................................................................................38

              SECTION
      3.05.  Financial
      Statements...........................................................................................................................................38

              SECTION
      3.06.  Material Adverse
      Change..................................................................................................................................39

              SECTION
      3.07. 
      Taxes.....................................................................................................................................................................39

              SECTION
      3.08.  Litigation and Contingent
      Obligations............................................................................................................39

              SECTION
      3.09.  Subsidiaries and
      Capitalization.........................................................................................................................39

              SECTION
      3.10. 
      ERISA...................................................................................................................................................................40

              SECTION
      3.11. 
      Defaults................................................................................................................................................................40

              SECTION
      3.12.  Federal Reserve
      Regulations............................................................................................................................40

               

            


    

    


     

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
 

     

     

     

    
      
        	
                 
      

              	
                SECTION
      3.13.  Investment Company
      Act.................................................................................................................................40

              


      

      
        	
                 
      

              	
                SECTION
      3.14.  Certain
      Fees.........................................................................................................................................................40

              


      

      
        	
                 
      

              	
                SECTION
      3.15. 
      Solvency..............................................................................................................................................................41

              


      

      
        	
                 
      

              	
                SECTION
      3.16.  Ownership of
      Properties....................................................................................................................................41

              


      

      
        	
                 
      

              	
                SECTION
      3.17. 
      Indebtedness.......................................................................................................................................................41

              


      

      
        	
                 
      

              	
                SECTION
      3.18.  Subordinated
      Indebtedness..............................................................................................................................41

              


      

      
        	
                 
      

              	
                SECTION
      3.19.  Employee
      Controversies....................................................................................................................................41

              


      

      
        	
                 
      

              	
                SECTION
      3.20.  Material
      Agreements..........................................................................................................................................42

              


      

      
        	
                 
      

              	
                SECTION
      3.21.  Environmental
      Laws...........................................................................................................................................42

              


      

      
        	
                 
      

              	
                SECTION
      3.22. 
      Insurance.............................................................................................................................................................42

              


      

      
        	
                 
      

              	
                SECTION
      3.23. 
      Disclosure............................................................................................................................................................42

              


      

      
        	
                 
      

              	
                SECTION
      3.24.  Material Foreign
      Subsidiaries...........................................................................................................................43

              


      

       

      
        	
                ARTICLE
      IV

              	
                Conditions...................................................................................................................................................................43

              	
                 

              


      

       

      
        	
                 
      

              	
                SECTION
      4.01.  Effective
      Date......................................................................................................................................................43

              


      

      
        	
                 
      

              	
                SECTION
      4.02.  Each Credit
      Event...............................................................................................................................................44

              


      

       

      
        	
                ARTICLE
      V

              	
                Affirmative
      Covenants..............................................................................................................................................44

              	
                 

              


      

       

      
        	
                 
      

              	
                SECTION
      5.01.  Financial
      Reporting...........................................................................................................................................44

              


      

      
        	
                 
      

              	
                SECTION
      5.02.  Use of
      Proceeds.................................................................................................................................................46

              


      

      
        	
                 
      

              	
                SECTION
      5.03.  Notice of
      Default................................................................................................................................................46

              


      

      
        	
                 
      

              	
                SECTION
      5.04.  Conduct of
      Business.........................................................................................................................................46

              


      

      
        	
                 
      

              	
                SECTION
      5.05. 
      Taxes....................................................................................................................................................................46

              


      

      
        	
                 
      

              	
                SECTION
      5.06. 
      Insurance.............................................................................................................................................................46

              


      

      
        	
                 
      

              	
                SECTION
      5.07.  Compliance with Laws and Material Contractual
      Obligations....................................................................47

              


      

      
        	
                 
      

              	
                SECTION
      5.08.  Maintenance of
      Properties...............................................................................................................................47

              


      

      
        	
                 
      

              	
                SECTION
      5.09. 
      Inspection...........................................................................................................................................................47

              


      

      
        	
                 
      

              	
                SECTION
      5.10.  Environmental
      Matters.....................................................................................................................................47

              


      

      
        	
                 
      

              	
                SECTION
      5.11.  Material
      Subsidiaries........................................................................................................................................47

              


      

      
        	
                 
      

              	
                SECTION
      5.12.  Material Foreign
      Subsidiaries.........................................................................................................................48

              


      

      
        	
                 
      

              	
                SECTION
      5.13.  Payment of
      Obligations...................................................................................................................................48

              


      

       

      
        	
                ARTICLE
      VI

              	
                Negative
      Covenants................................................................................................................................................48

              	
                 

              


      

       

      
        	
                 
      

              	
                SECTION
      6.01.  Capital Stock and
      Dividends..........................................................................................................................48

              


      

      
        	
                 
      

              	
                SECTION
      6.02. 
      Indebtedness....................................................................................................................................................48

              


      

      
        	
                 
      

              	
                SECTION
      6.03.  Merger; Fundamental
      Changes.....................................................................................................................49

              


      

      
        	
                 
      

              	
                SECTION
      6.04.  Sale of
      Assets...................................................................................................................................................49

              


      

      
        	
                 
      

              	
                SECTION
      6.05.  Sale of
      Accounts..............................................................................................................................................49

              


      

      
        	
                 
      

              	
                SECTION
      6.06.  Investments and
      Purchases...........................................................................................................................49

              


      

      
        	
                 
      

              	
                SECTION
      6.07.  Contingent
      Obligations..................................................................................................................................51

              


      

      
        	
                 
      

              	
                SECTION
      6.08. 
      Liens..................................................................................................................................................................51

              


      

      
        	
                 
      

              	
                SECTION
      6.09. 
      Affiliates...........................................................................................................................................................52

              


      

      
        	
                 
      

              	
                SECTION
      6.10.  Subordinated Indebtedness; Other
      Indebtedness....................................................................................52

              


      

      
        	
                 
      

              	
                SECTION
      6.11.  Change in Corporate Structure; Fiscal
      Year...............................................................................................52

              


      

      
        	
                 
      

              	
                SECTION
      6.12.  Inconsistent
      Agreements..............................................................................................................................52

              


      

             
SECTION 6.13.  ERISA
Compliance.........................................................................................................................................53

       

       

       

      
 

      
        
          
            
            

          

          
            ii 


            
              

            

          

          
             


          

        

      

      
 

       

       

       

       

    

    
      	
               
      

            	
              SECTION
      6.14.  Restricted
      Payments.....................................................................................................................................53

            


    

    
      	
               
      

            	
              SECTION
      6.15.  Swap
      Agreements.........................................................................................................................................53

            


    

    
      	
               
      

            	
              SECTION
      6.16  .Sale and Leaseback
      Transactions..............................................................................................................53

            


    

    
      	
               
      

            	
              SECTION
      6.17.  Financial
      Covenants....................................................................................................................................54

            


    

     

    
      	
               ARTICLE
      VII

            	
              Events
      of
      Default ................................................................................................................................................54

            	
               

            


    

     

     

    
      	
               
      

            	
              ARTICLE
      VIII   The Administrative
      Agent.................................................................................................................................57

            


    

     

     

    
      	
               ARTICLE
      IX

            	 	
              Miscellaneous.....................................................................................................................................................59

            	
               

            


    

     

    
      	
               
      

            	
              SECTION
      9.01. 
      Notices..........................................................................................................................................................59

            


    

    
      	
               
      

            	
              SECTION
      9.02.  Waivers;
      Amendments...............................................................................................................................60

            


    

    
      	
               
      

            	
              SECTION
      9.03.  Expenses; Indemnity; Damage
      Waiver....................................................................................................60

            


    

    
      	
               
      

            	
              SECTION
      9.04.  Successors and
      Assigns............................................................................................................................62

            


    

    
      	
               
      

            	
              SECTION
      9.05. 
      Survival.........................................................................................................................................................65

            


    

    
      	
               
      

            	
              SECTION
      9.06.  Counterparts; Integration;
      Effectiveness................................................................................................65

            


    

    
      	
               
      

            	
              SECTION
      9.07. 
      Severability..................................................................................................................................................65

            


    

    
      	
               
      

            	
              SECTION
      9.08.  Right of
      Setoff.............................................................................................................................................66

            


    

    
      	
               
      

            	
              SECTION
      9.09.   Governing Law; Jurisdiction; Consent to Service of
      Process............................................................66

            


    

    
      	
               
      

            	
              SECTION
      9.10.  WAIVER OF JURY
      TRIAL.......................................................................................................................66

            


    

    
      	
               
      

            	
              SECTION
      9.11. 
      Headings......................................................................................................................................................67

            


    

    
      	
               
      

            	
              SECTION
      9.12. 
      Confidentiality............................................................................................................................................67

            


    

    
      	
               
      

            	
              SECTION
      9.13.  Interest Rate
      Limitation.............................................................................................................................68

            


    

    
      	
               
      

            	
              SECTION
      9.14.  USA PATRIOT
      Act...................................................................................................................................68

            


    

    
      	
               
      

            	
              SECTION
      9.15.  Waiver of Required Notice of
      Termination............................................................................................68

            


    

    


     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          iii

          
            

          

        

        
           


        

      

    

    


    


     

    


     

     

    SCHEDULES

     

    Schedule
1.01 -- Pricing Schedule

    Schedule
2.01 -- Commitments

    Schedule
2.06 -- Existing Letters of Credit

    Schedule
3.08 -- Material Contingent Obligations

    Schedule
3.09 -- Subsidiaries and Capitalization

    Schedule
3.14 -- Brokers’ Fees

    Schedule
3.16 -- Properties

    Schedule
3.17 -- Indebtedness

    Schedule
3.24 -- Material Foreign Subsidiaries

    Schedule
6.06 -- Investments

    Schedule
6.08 – Liens

    


    


    EXHIBITS

    Exhibit A
-- Form of Assignment and Assumption

    Exhibit B
-- Compliance Certificate

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
         iv


        
          

        

      

      
         


      

    

     

     

     

    
 

     

    CREDIT
AGREEMENT dated as of July 18, 2008, among RALCORP HOLDINGS, INC., a Missouri
corporation, the Lenders party hereto and JPMORGAN CHASE BANK, N.A., as
Administrative Agent, Swingline Lender and Issuing Bank.

     


    The
parties hereto agree as follows:

     

    ARTICLE
I

     

    Definitions

     

    SECTION
1.01. Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Accounts Receivable
Financing Program” means a program of sales or securitization of, or
transfers of interests in, accounts receivable and related contract rights by
the Borrower or any Subsidiary on a limited recourse basis pursuant to which the
aggregate amount of financing thereunder at any time outstanding shall not
exceed an amount equal to 7.5% of (a) the amount of total consolidated assets of
the Borrower and its Subsidiaries as of the most recent Fiscal Quarter end for
which financial statements have been delivered by the Borrower pursuant to
Section 5.01(a) or (b), as applicable, minus (b) the
aggregate amount of goodwill and other intangible assets of the Borrower and its
Subsidiaries as of such Fiscal Quarter end, in each case as reflected on such
financial statements, provided that such sale or transfer qualifies as a sale
under Agreement Accounting Principles.

     

    “Adjusted EBITDA”
means, for any applicable computation period, the sum of (a) EBIT for such
period plus (b)
the Borrower’s and its Subsidiaries’ amortization and depreciation deducted in
determining Net Income for such period; provided, however, that (i)
Adjusted EBITDA shall be calculated giving pro forma effect to any Permitted
Purchase during such period as though such Permitted Purchase occurred on the
first day of such period, and (ii) in the event that the Borrower sells or
otherwise disposes of all or any portion of the capital stock of Vail Resorts,
Inc. during such period, then Adjusted EBITDA shall be calculated by subtracting
(adding) all equity earnings (losses) attributable to such divested interest for
such period.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    “Affiliate” means,
with respect to a specified Person, another Person that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

     

     “Agreement” means this
Credit Agreement, as amended, restated, amended and restated, modified or
supplemented from time to time.

     

    “Agreement Accounting
Principles” means generally accepted accounting principles as in effect
from time to time, applied in a manner consistent with those used in preparing
the Financial Statements; provided, however, that for
purposes of all computations required to be made with respect to compliance by
the Borrower with Section 6.17, such term shall mean GAAP as in effect on the
date hereof, applied in a manner consistent with those used in preparing the
Financial Statements.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and
(c) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of
1%.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Base CD Rate or the Federal Funds Effective Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Commitments most recently in effect, giving effect to
any assignments.

     

    “Applicable Rate”
means, for any day, with respect to any Eurodollar Loan, ABR Loan or with
respect to the commitment fees payable hereunder, the applicable rate per annum
set forth on Schedule 1.01 under the caption “Eurodollar Spread”, “ABR Spread”
or “Commitment Fee Rate”, as the case may be, based upon the Net Leverage
Ratio.

     

    “Approved Fund” has
the meaning assigned to such term in Section 9.04.

     

    “Assessment Rate”
means, for any day, the annual assessment rate in effect on such day that is
payable by a member of the Bank Insurance Fund classified as “well capitalized”
and within supervisory subgroup “B” (or a comparable successor risk
classification) within the meaning of 12 C.F.R. Part 327 (or any successor
provision) to the Federal Deposit Insurance Corporation for insurance by such
Corporation of time deposits made in dollars at the offices of such member in
the United States; provided that if, as
a result of any change in any law, rule or regulation, it is no longer possible
to determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost of such insurance to the Lenders.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit
A or any other form approved by the Administrative Agent.

     

     

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

           
“Authorized
Officer” means (a) any of the president, chief financial officer,
treasurer or controller of the Borrower, acting singly or (b) any other officer,
employee or representative of the Borrower who is (i) expressly authorized in
writing by the president, chief financial officer, treasurer or controller of
the Borrower to act on behalf of the Borrower hereunder and (ii) acceptable to
the Administrative Agent.

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the
Commitments.

     

    “Base CD Rate” means
the sum of (a) the Three Month Secondary CD Rate multiplied by the Statutory
Reserve Rate plus (b) the Assessment Rate.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” means
Ralcorp Holdings, Inc., a Missouri corporation.

     

    “Borrowing” means (a)
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect or (b) a Swingline Loan.

     

    “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section 2.03.

     

    “Bridge Commitment
Letter” means the commitment letter dated November 15, 2007, between and
among the Borrower, JPMorgan Chase Bank, N.A. and the other signatories
thereto.

     

    “Bridge Loans” means
the Bridge Term Loan A-1 and the Bridge Term Loan A-2.

     

     “Bridge Period Availability
Amount” means (a) at any time that neither the Bridge Term Loan A-1
Termination Date nor the Bridge Term Loan A-2 Assignment Date shall have
occurred, $100,000,000, (b) at any time that the Bridge Term Loan A-1
Termination Date shall have occurred but the Bridge Term Loan A-2 Assignment
Date shall not have occurred, $225,000,000 and (c) at any time that the Bridge
Term Loan A-2 Assignment Date shall have occurred but the Bridge Term Loan A-1
Termination Date shall not have occurred, $275,000,000.

     

    “Bridge Term Loan A-1”
means the $100,000,000 term loan expected to be borrowed from JPMorgan Chase
Bank, N.A. and Bank of America, N.A. by Kraft Foods Global, Inc. on or about
August 4, 2008 (or such later time as the Administrative Agent shall otherwise
agree) as to which the Borrower shall subsequently become the primary
obligor.

     

    “Bridge Term Loan A-1
Termination Date” means the date upon which the Bridge Term Loan A-1 has
shall have been terminated, all amounts owing thereunder shall have been paid in
full and all Liens securing the same shall have been released.

     

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

     

     

     

     

    “Bridge Term Loan A-2”
means the $200,000,000 term loan expected to be borrowed from JPMorgan Chase
Bank, N.A. and Bank of America, N.A. by Kraft Foods Global, Inc. on or about
August 4, 2008 (or such later time as the Administrative Agent shall otherwise
agree) as to which the Borrower shall subsequently become the primary
obligor.

     

    “Bridge Term Loan A-2
Assignment Date” means the date upon which JPMorgan Chase Bank, N.A. and
Bank of America, N.A. shall have consummated assignments of their interests in
the loans under the credit agreement for the Bridge Term Loan A-2 such that the
outstanding principal obligations owed to JPMorgan Chase Bank, N.A. and Bank of
America, N.A. thereunder shall be equal to or less than $34,700,000 and
$27,000,000, respectively.

     

    “Bridge Termination
Date” means the earliest date upon which (a) the Bridge Commitment Letter
shall have expired or been terminated, (b) if the Bridge Term Loan A-1 has been
made, the Bridge Term Loan A-1 Termination Date shall have occurred and (c) if
the Bridge Term Loan A-2 has been made, the Bridge Term Loan A-2 Assignment Date
shall have occurred.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “Capitalized Lease” of
a Person means any lease of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

     

    “Capitalized Lease
Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

     

    “Change in Control”
means (a) the acquisition by any Person, or two or more Persons acting in
concert, including without limitation any acquisition effected by means of any
transaction contemplated by Section 6.03, of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 20% or more of the outstanding shares of
voting stock of the Borrower, or (b) during any period of 25 consecutive
calendar months, commencing on the date of this Agreement, the ceasing of those
individuals (the “Continuing
Directors”) who (i) were directors of the Borrower on the first day of
each such period or (ii) subsequently became directors of the Borrower and whose
initial election or initial nomination for election subsequent to that date was
approved by a majority of the Continuing Directors then on the board of
directors of the Borrower, to constitute a majority of the board of directors of
the Borrower.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this
Agreement.

     

     

     

     

     

    
      
        
        

      

      
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    “Charges” has the
meaning set forth in Section 9.13.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Swingline Loans.

     

    “Code” means the
Internal Revenue Code of 1986, as amended or otherwise modified from time to
time.

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced or increased from time to time pursuant to Section 2.09 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04.  The initial amount of each Lender’s
Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Commitment, as
applicable.  The initial aggregate amount of the Lenders’ Commitments
is $400,000,000.

     

     “Condemnation” has the
meaning set forth in clause (h) of Article VII.

     

    “Consolidated” or
“consolidated”,
when used in connection with any calculation, means a calculation to be
determined on a consolidated basis for the Borrower and its Subsidiaries in
accordance with Agreement Accounting Principles.

     

    “Consolidated Interest
Expense” means, with respect to any period, the sum (without duplication)
of (i) Consolidated interest expense of the Borrower and its Consolidated
Subsidiaries for such period before the effect of interest income, as reflected
on the Consolidated statements of income for the Borrower and its Consolidated
Subsidiaries for such period, and (ii) Consolidated interest, yield or discount
accrued during such period on the aggregate outstanding investment or claim held
by purchasers, assignees or other transferees of (or of interests in)
receivables of the Borrower and its Consolidated Subsidiaries in connection with
a revolving Accounts Receivable Financing Program (regardless of the accounting
treatment of such Accounts Receivable Financing Program).

     

    “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract or application for a letter of
credit.

     

    “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled” have meanings correlative thereto.

     

     

     

     

     

     

    
      
        
        

      

      
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              “Controlled Group”
means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together
with the Borrower or any of its Subsidiaries, are treated as a single employer
under Section 414 of the Code.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “dollars” or “$” refers to lawful
money of the United States of America.

     

    “EBIT” means, for any
applicable computation period, the Borrower’s and Subsidiaries’ Net Income on a
consolidated basis, plus (a) consolidated
federal, state, local and foreign income and franchise taxes  paid or
accrued during such period and (b) Consolidated Interest Expense for such
period, minus
(or plus)
equity earnings (or losses) during such period attributable to equity
investments by the Borrower and its Subsidiaries in the capital stock or other
equity interests in any Person which is not a Subsidiary (other than Vail
Resorts, Inc.).

     

    “EDGAR” means the
electronic disclosure system for the receipt, storage, retrieval and
dissemination of public documents filed with the Securities and Exchange
Commission.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are satisfied (or
waived in accordance with Section 9.02).

     

    “Environmental Claims”
means all claims, investigations, litigation, administrative proceedings,
notices, requests for information, whether pending or threatened, or judgments
or orders, however asserted, by any Governmental Authority or other Person
alleging potential liability or responsibility for any violation of any
Environmental Laws, or for any Release or injury to the
environment.

     

    “Environmental Laws”
means all federal, state and local laws, statutes, common law duties, rules,
regulations, ordinances and codes, together with all administrative orders,
direct duties, requests, licenses, approvals, certificates, decrees, standards,
permits and other authorizations of, and agreements with, any Governmental
Authority, in each case relating to environmental, health, safety and land use
matters, including without limitations, chemical substances, air emissions,
effluent discharges and the storage, treatment, transport and disposal of
Hazardous Materials.

     

    “Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

     

    “Event of Default” has
the meaning set forth in Article VII.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrowers hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any of the Borrowers is organized or in which its
principal office is located and (c) in the case of a Foreign Lender (other than
an assignee pursuant to a request by the Borrower under Section 2.19(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender’s failure to comply
with Section 2.17(e), except to the extent that such Foreign Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrowers with
respect to such withholding tax pursuant to Section 2.17(a).

     

    “Existing Credit
Agreement” means the Credit Agreement dated as of December 27, 2005 among
the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders party thereto.

     

    “Existing Letters of
Credit” means the letters of credit issued and outstanding under the
Existing Credit Agreement and listed on Schedule 2.06 hereto.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Statements”
has the meaning set forth in Section 3.05.

     

    “Fiscal Quarter” means
one of the four three-month accounting periods comprising a Fiscal
Year.

     

    “Fiscal Year” means
the twelve-month accounting period ending September 30 of each
year.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is organized.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

    “GAAP” means generally
accepted accounting principles in the United States of America.

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

     

    “Guarantor” means each
Subsidiary of the Borrower which is a party to the Subsidiary
Guaranty.

     

    “Hazardous Materials”
means any toxic or hazardous waste, substance or chemical or any pollutant,
contaminant, chemical or other substance defined or regulated pursuant to any
Environmental Laws, including, without limitation, asbestos, petroleum or crude
oil.

     

    “Indebtedness” of a
Person means such Person’s (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade), (c) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (d) obligations
which are evidenced by notes, acceptances, or similar instruments, (e)
Capitalized Lease Obligations, (f) Contingent Obligations, (g) obligations for
which such Person is obligated pursuant to or in respect of a Letter of Credit
and the face amount of any other letter of credit, (h) obligations under
so-called “synthetic leases” and (i) repurchase obligations or liabilities of
such Person with respect to accounts or notes receivable sold by such
Person.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

     “Initial Lender” means
any Lender as of the date hereof.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.08.

     

    “Interest Expense Coverage
Ratio” means, for any applicable computation period of the Borrower, the
ratio of EBIT to the Borrower’s Consolidated Interest Expense for such period,
all as determined in accordance with Agreement Accounting
Principles.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan), the last day of each March, June, September and December, (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months’ duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period and (c) with
respect to any Swingline Loan, the day that such Loan is required to be
repaid.

     

     

     

     

     

     

    
      
        
        

      

      
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    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months (or, if available, nine or
twelve months) thereafter, as the Borrower may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

     

    “Investment” of a
Person means any loan, advance (other than commission, travel and similar
advances to officers and employees made in the ordinary course of business),
extension of credit (other than accounts receivable arising in the ordinary
course of business on terms customary in the trade), deposit account or
contribution of capital by such Person to any other Person or any investment in,
or purchase or other acquisition of, the stock, partnership interests, notes,
debentures or other securities of any other Person made by such
Person.

     

    “Issuing Bank” means
JPMorgan Chase Bank, N.A. (a) in its capacity as the issuer of the Existing
Letters of Credit and (b) in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section
2.06(i).  The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.  With respect to any
Letter of Credit, “Issuing Bank” shall mean the issuer thereof.

     

    “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

     

    “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become a
party hereto pursuant to an Assignment and Assumption, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Assumption.  Unless the context otherwise requires, the term “Lenders”
includes the Swingline Lender.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    “Letter of Credit”
means any letter of credit issued pursuant to this Agreement and the Existing
Letters of Credit.

     

    “Leverage Ratio”
means, with respect to the Borrower on a consolidated basis with its
Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Total Debt at
the end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal
Quarters then ending.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Page 3750 of the Dow Jones Market Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     

    “Lien” means any
security interest, lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

     

    “Loan Documents” means
this Agreement, the Subsidiary Guaranty, the Pledge Agreement and the other
documents and agreements contemplated hereby and executed by the Borrower and/or
the Guarantors in favor of the Administrative Agent or any Lender.

     

    “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

     

    “Margin Stock” has the
meaning assigned to that term under Regulation U.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
Property, condition (financial or other) or prospects of the
Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower
and the Guarantors to perform their obligations under the Loan Documents, or (c)
the validity or enforceability of any of the Loan Documents or the rights or
remedies of the Administrative Agent or the Lenders thereunder.

     

    “Material Foreign
Subsidiary” means a Subsidiary of the Borrower organized under the laws
of a jurisdiction located outside the United States and at any time having
assets with a fair market value in excess of $10,000,000.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit) or obligations in respect of one or more Swap Agreements, of any one or
more of the Borrower and its Subsidiaries in an aggregate principal amount
exceeding $35,000,000.  For purposes of determining Material
Indebtedness, the “principal amount” of the obligations of the Borrower or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that the Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time.

     

    “Material Subsidiary”
means a Subsidiary of the Borrower organized under the laws of a jurisdiction
located within the United States and at any time having assets with a fair
market value in excess of $10,000,000; provided, however, that any
special purpose Subsidiary established for the purpose of entering into the
Accounts Receivable Financing Program shall not be a Material
Subsidiary.

     

    “Maturity Date” means
July 18, 2011.

     

    “Maximum Rate” has the
meaning set forth in Section 9.13.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Multiemployer Plan”
means an employee pension benefit plan, as defined in Section 3(2) of ERISA,
maintained pursuant to a collective bargaining agreement or any other
arrangement to which the Borrower or any member of the Controlled Group is a
party to which more than one employer outside of the Controlled Group is
obligated to make contributions.

     

    “Net Debt” means (a)
Total Debt, plus (b) the
aggregate principal amount of all Indebtedness of any special purpose Subsidiary
of the Borrower formed in connection with the sale of accounts receivable or
other forms of off-balance sheet financing, minus (c) the amount
of domestic cash held by the Borrower and the Guarantors in excess of
$10,000,000.

     

    “Net Income” means,
for any computation period, with respect to the Borrower on a consolidated basis
with its Subsidiaries (other than any Subsidiary which is restricted from
declaring or paying dividends or otherwise advancing funds to its parent whether
by contract or otherwise), cumulative net income earned during such period as
determined in accordance with Agreement Accounting Principles, but (i) excluding
any non-cash charges (except any non-cash charges that require accrual of a
reserve for anticipated future cash payments) or non-cash gains (except any
non-cash gains resulting in the Borrower’s accrual of a receivable which will
result in a cash in-flow at a later date), which charges or gains are unusual,
non-recurring or extraordinary, (ii) excluding any non-cash stock based
incentive-related expenses, and (iii) including, to the extent not otherwise
included in the determination of Net Income, all cash dividends and cash
distributions received by the Borrower or any Subsidiary from any Person in
which the Borrower or such Subsidiary has made an Investment pursuant to Section
6.06(j).

     

    “Net Leverage Ratio”
means, with respect to the Borrower on a consolidated basis with its
Subsidiaries, at the end of any Fiscal Quarter, the ratio of (a) Net Debt at the
end of such Fiscal Quarter to (b) Adjusted EBITDA for the four Fiscal Quarters
then ending.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans, the LC
Exposure and all other liabilities (if any), whether actual or contingent, of
the Borrower with respect to Letters of Credit, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations of the Borrower
to the Lenders or to any Lender, the Administrative Agent or any indemnified
party hereunder arising under any of the Loan Documents.

     

    “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

     

    “Participant” has the
meaning set forth in Section 9.04(c).

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Permitted Purchase”
means an acquisition permitted by Section 6.06(m).

     

    “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    “Plan” means an
employee pension benefit plan, as defined in Section 3(2) of ERISA, as to which
the Borrower or any member of the Controlled Group may have any
liability.

     

    “Pledge Agreement”
means (a) the Pledge Agreement dated as of the date hereof made by the Borrower
and the other pledgors party thereto in favor of the Pledgee and (b) any other
pledge or security agreement entered into by the Borrower or a Subsidiary in
favor of the Administrative Agent for the benefit of the Lenders pursuant to
Section 5.12, in each case as the same may be amended, restated, amended and
restated, modified or supplemented from time to time.

     

    “Pledged Subsidiary”
means a Material Foreign Subsidiary of the Borrower, the Equity Interests of
which have been pledged in favor of the Pledgee pursuant to the Pledge
Agreement.

     

    “Pledgee” means
JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the
Administrative Agent and the other Secured Creditors and its successors and
assigns in such capacity.

     

    “Property” of a Person
means any and all property, whether real, personal, tangible, intangible, or
mixed, of such Person, or other assets owned, leased or operated by such
Person.

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, N.A. as its prime rate in effect at its office located at 270 Park
Avenue, New York, New York; each change in the Prime Rate shall be effective
from and including the date such change is publicly announced as being
effective.

     

     

     

     

     

     

    
      
        
        

      

      
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    “Purchase” means any
transaction, or any series of related transactions, consummated on or after the
date of this Agreement, by which the Borrower or any of its Subsidiaries (a)
acquires any ongoing business or all or substantially all of the assets of any
firm, corporation or division or line of business thereof, whether through
purchase of assets, merger or otherwise, or (b) directly or indirectly acquires
(in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
partnership interests of a partnership.

     

    “Ralston Obligations”
means the indemnification obligations of the Borrower existing on the date
hereof in favor of Ralston Purina Company with respect to its guaranty of the
obligations of Ralston Resorts, Inc. under the Sports Facilities Refunding
Revenue Bonds identified on Schedule 3.08.

     

    “Regulation T” means
Regulation T of the Board of Governors of the Federal Reserve System as from
time to time in effect and shall include any successor or other regulation or
official interpretation of such Board of Governors relating to the extension of
credit by securities brokers and dealers for the purpose of purchasing or
carrying margin stocks applicable to such Persons.

     

    “Regulation U” means
Regulation U of the Board of Governors of the Federal Reserve System as from
time to time in effect and any successor or other regulation or official
interpretation of said Board of Governors relating to the extension of credit by
banks for the purpose of purchasing or carrying margin stocks applicable to such
Persons.

     

    “Regulation X” means
Regulation X of the Board of Governors of the Federal Reserve System as from
time to time in effect and shall include any successor or other regulation or
official interpretation of said Board of Governors relating to the extension of
credit by the specified lenders for the purpose of purchasing or carrying margin
stocks applicable to such Persons.

     

    “Register” has the
meaning set forth in Section 9.04.

     

    “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

     

    “Release” is defined
in the Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 U.S.C. 39601 et seq.

     

     “Reportable Event”
means a reportable event as defined in Section 4043 of ERISA and the regulations
issued under such section, with respect to a Plan, excluding, however, such
events as to which the PBGC has by regulation waived the requirement of Section
4043(a) of ERISA that it be notified within 30 days of the occurrence of such
event; provided, that a
failure to meet the minimum funding standard of Section 412 of the Code and of
Section 302 of ERISA shall be a Reportable Event regardless of the issuance of
any such waiver of the notice requirement in accordance with either Section
4043(a) of ERISA or Section 412(d) of the Code.

     

     

     

     

     

     

    
      
        
        

      

      
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    “Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures, outstanding loans
hereunder and unused commitments to extend credit hereunder representing
(without duplication) more than 50% of the sum (without duplication) of the
total Revolving Credit Exposures, outstanding loans and such unused commitments
at such time.

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
Property) with respect to any Equity Interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other Property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
Equity Interests in the Borrower or any Subsidiary or any option, warrant or
other right to acquire any such Equity Interests in the Borrower or any
Subsidiary.

     

    “Revolving Borrowing”
means a Borrowing comprised of Revolving Loans.

     

    “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC
Exposure and Swingline Exposure at such time.

     

    “Revolving Loan” means
a Loan made pursuant to Section 2.01.

     

    “S&P” means
Standard & Poor’s.

     

    “Sale and Leaseback
Transaction” means any sale or other transfer of Property by any Person
with the intent to lease such Property as lessee.

     

    “Secured Creditors”
has the meaning assigned to that term in the Pledge Agreement.

     

    “Senior Notes” has the
meaning assigned to that term in the Pledge Agreement.

     

    “Single Employer Plan”
means a Plan subject to Title IV of ERISA maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group, other than a Multiemployer Plan.

     

    “Solvent” means, when
used with respect to a Person, that (a) the fair saleable value of the assets of
such Person is in excess of the total amount of the present value of its
liabilities (including for purposes of this definition all liabilities
(including loss reserves as determined by such Person), whether or not reflected
on a balance sheet prepared in accordance with Agreement Accounting Principles
and whether direct or indirect, fixed or contingent, secured or unsecured,
disputed or undisputed), (b) such Person is able to pay its debts or obligations
in the ordinary course as they mature and (c) such Person does not have
unreasonably small capital to carry out its business as conducted and as
proposed to be conducted.  “Solvency” shall have a correlative
meaning.

     

     

     

     

     

     

    
      
        
        

      

      
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    “Splitco Notes” means
the senior notes in the aggregate principal amount of approximately $662,200,000
(subject to adjustment as provided in that certain RMT Transaction Agreement
dated as of November 15, 2007 by and between Kraft Foods Inc., the Borrower
and the other parties thereto) expected to be issued by Cable Holdco, Inc. on or
about August 4, 2008 (or such later time as the Administrative Agent shall
otherwise agree) as to which the Borrower shall subsequently become the primary
obligor, subject to terms and conditions substantially as set forth in the
Preliminary Offering Memorandum dated June 27, 2008.

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject (a) with respect to the Base
CD Rate, for new negotiable nonpersonal time deposits in dollars of over
$100,000 with maturities approximately equal to three months and (b) with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the Board).  Such
reserve percentages shall include those imposed pursuant to such Regulation
D.  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     

    “Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the
payment of which is subordinated to payment of the Obligations to the written
satisfaction of the Administrative Agent.

     

    “subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent’s consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general partnership interests are, as of such
date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the
parent and one or more subsidiaries of the parent.

     

    “Subsidiary” means any
subsidiary of the Borrower.

     

    “Subsidiary Guaranty”
means that certain Subsidiary Guaranty, dated as of the date hereof, duly
executed and delivered by the Guarantors in favor of the Administrative Agent,
on behalf of the Lenders, as the same may be amended, supplemented or otherwise
modified from time to time.

     

    “Substantial Portion”
means, with respect to the Property of the Borrower and its Subsidiaries,
Property which (a) represents more than 15% of the consolidated tangible assets
of the Borrower and its Subsidiaries, as would be shown in the consolidated
financial statements of the Borrower and its Subsidiaries as at the end of the
Fiscal Quarter next preceding the date on which such determination is made, or
(b) is responsible for more than 10% of the consolidated Net Income from
continuing operations of the Borrower and its Subsidiaries for the 12-month
period ending as of the end of the Fiscal Quarter next preceding the date of
determination.

     

     

     

     

     

    
      
        
        

      

      
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    “Swap Agreement” means
any agreement with respect to any swap, forward, future or derivative
transaction or option or similar agreement involving, or settled by reference
to, one or more rates, currencies, commodities, equity or debt instruments or
securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Swap Agreement.

     

    “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total Swingline Exposure at such
time.

     

    “Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans
hereunder.

     

    “Swingline Loan” means
a Loan made pursuant to Section 2.05.

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Term Commitments” has
the meaning set forth in Section 2.09(d).

     

    “Term Loan” has the
meaning set forth in Section 2.09(d).

     

    “Termination Event”
means, with respect to a Plan which is subject to Title IV of ERISA, (a) a
Reportable Event, (b) the withdrawal of the Borrower or any other member of the
Controlled Group from such Plan during a plan year in which the Borrower or any
other member of the Controlled Group was a “substantial employer” as defined in
Section 4001(a)(2) of ERISA or was deemed such under Section 4068(f) of ERISA,
(c) the termination of such Plan, the filing of a notice of intent to terminate
such Plan or the treatment of an amendment of such Plan as a termination under
Section 4041 of ERISA, (d) the institution by the PBGC of proceedings to
terminate such Plan or (e) any event or condition which might constitute grounds
under Section 4042 of ERISA for the termination of, or appointment of a trustee
to administer, such Plan.

     

    “Thomson” means
Thomson BankWatch Inc.

     

    “Three Month Secondary CD
Rate” means, for any day, the secondary market rate for three month
certificates of deposit reported as being in effect on such day (or, if such day
is not a Business Day, the next preceding Business Day) by the Board through the
public information telephone line of the Federal Reserve Bank of New York (which
rate will, under the current practices of the Board, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day) or, if
such rate is not so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three month certificates of
deposit of major money center banks in New York City received at approximately
10:00 a.m., New York City time, on such day (or, if such day is not a Business
Day, on the next preceding Business Day) by the Administrative Agent from three
negotiable certificate of deposit dealers of recognized standing selected by
it.

     

     

     

     

     

    


    
      
        
           


        

        
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    “Total Debt” means (a)
all Indebtedness of the Borrower and its Subsidiaries, on a consolidated basis,
reflected on a balance sheet prepared in accordance with Agreement Accounting
Principles, plus, without
duplication (b) the face amount of all outstanding letters of credit in respect
of which the Borrower or any Subsidiary has any reimbursement obligation and the
principal amount of all Contingent Obligations of the Borrower and its
Subsidiaries, minus (c) to the
extent included in clause (b) above, the Ralston Obligations.

     

    “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “Unfunded Liability”
means the amount (if any) by which a Single Employer Plan’s actuarial accrued
liability exceeds its actuarial asset value, as determined by the then most
recent valuation for such plan used to determine the measures of funded status
required to be reported to the Internal Revenue Service.

     

    “Wholly-Owned
Subsidiary” of a Person means (a) any subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (b) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled
(other than in the case of foreign Subsidiaries, director’s qualifying shares
and/or other nominal amounts of shares required to be held by Persons other than
the Borrower and its Subsidiaries under applicable law).

     

    SECTION
1.02. Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).

     

    SECTION
1.03. Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, amended and restated,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the word
“asset” shall be construed to have the same meaning as “Property”.

     

     

     

     

     

    
      
        
        

      

      
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    SECTION
1.04. Accounting
Terms.  Except as otherwise expressly provided herein, all
terms of an accounting or financial nature shall be construed in accordance with
Agreement Accounting Principles.

     

    ARTICLE
II

     

    The
Credits

     

    SECTION
2.01. Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Credit Exposure exceeding such Lender’s Commitment, (b) prior to the
Bridge Termination Date, the sum of the total Revolving Credit Exposures
exceeding the Bridge Period Availability Amount (excluding any Loans used to
refinance the Bridge Loans) or the total Commitments or (c) after the Bridge
Termination Date, the sum of the total Revolving Credit Exposures exceeding the
total Commitments.  Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.

     

    SECTION
2.02. Loans and
Borrowings.  (a) Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b) Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Swingline Loan shall be an ABR Loan, except to the
extent otherwise agreed upon between the Swingline Lender and the Borrower
pursuant to Section 2.13(a).  Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

     

     

     

     

     

     

    
      
        
        

      

      
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    (c) At the
commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section
2.06(e).  Each Swingline Loan shall be in an amount that is an
integral multiple of $100,000 and not less than $100,000.  Borrowings
of more than one Type and Class may be outstanding at the same time; provided
that there shall not at any time be more than a total of eight Eurodollar
Revolving Borrowings outstanding.

     

    (d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03. Requests for Revolving
Borrowings.  To request a Revolving Borrowing (other than a
Swingline Loan), the Borrower shall notify the Administrative Agent of such
request by telephone (a) in the case of a Eurodollar Borrowing, not later than
1:00 p.m., New York City time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 1:00
p.m., New York City time, on the date of the proposed Borrowing; provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) may be given not later than
10:00 a.m., New York City time, on the date of the proposed
Borrowing.  Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower.  Each such telephonic
and written Borrowing Request shall specify the following information in
compliance with Section 2.02:

     

    (i) the
aggregate amount of the requested Borrowing;

     

    (ii) the date
of such Borrowing, which shall be a Business Day;

     

    (iii) whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (iv) in the
case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

     

    (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.07.

     

     

     

     

     

     

    
      
        
        

      

      
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    If no
election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a  Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be
made as part of the requested Borrowing.

     

    SECTION
2.04. [Intentionally
Omitted]

     

    SECTION
2.05. Swingline
Loans.  (a) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from
time to time during the Availability Period, in an aggregate principal amount at
any time outstanding that will not result in (i) the aggregate principal amount
of outstanding Swingline Loans exceeding $45,000,000, (ii) prior to the Bridge
Termination Date, the sum of the total Revolving Credit Exposures exceeding the
Bridge Period Availability Amount or the total Commitments or (iii) after the
Bridge Termination Date, the sum of the total Revolving Credit Exposures
exceeding the total Commitments; provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an
outstanding Swingline Loan.  Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay
and reborrow Swingline Loans.

     

    (b) To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 1:00 p.m., New
York City time, on the day of a proposed Swingline Loan.  Each such
notice shall be irrevocable and shall specify the requested date (which shall be
a Business Day) and amount of the requested Swingline Loan.  The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower.  The Swingline Lender shall make
each Swingline Loan available to the Borrower by means of a credit to the
general deposit account of the Borrower with the Swingline Lender (or, in the
case of a Swingline Loan made to finance the reimbursement of an LC Disbursement
as provided in Section 2.06(e), by remittance to the Issuing Bank) by 3:00 p.m.,
New York City time, on the requested date of such Swingline Loan.

     

    (c) The
Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., New York City time, on any Business Day require the
Lenders to acquire participations on such Business Day in all or a portion of
the Swingline Loans outstanding.  Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will
participate.  Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each  Lender, specifying in such
notice such Lender’s Applicable Percentage of such Swingline Loan or
Loans.  Each Lender hereby absolutely and unconditionally agrees, upon
receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Lender’s Applicable Percentage of such
Swingline Loan or Loans.  Each Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction
whatsoever.  Each Lender shall comply with its obligation under this
paragraph by 

     

     

     

     

     

     

    
      
        
        

      

      
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    wire
transfer of immediately available funds, in the same manner as provided in
Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall
apply, mutatis
mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders.  The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear; provided that any such
payment so remitted shall be repaid to the Swingline Lender or to the
Administrative Agent, as applicable, if and to the extent such payment is
required to be refunded to the Borrower for any reason.  The purchase
of participations in a Swingline Loan pursuant to this paragraph shall not
relieve the Borrower of any default in the payment thereof.

     

    SECTION
2.06. Letters of
Credit.  (a) General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account, in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time during the Availability Period.  In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

     

    (b) Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter of
Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank’s standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$60,000,000, (ii) prior to the Bridge Termination Date, the sum of the total
Revolving Credit Exposures shall not exceed the Bridge Period Availability
Amount or the total Commitments and (iii) after the Bridge Termination Date, the
sum of the total Revolving Credit Exposures shall not exceed the total
Commitments.  By their execution of this Agreement, the parties hereto
agree that on the Effective Date (without any further action by any Person), the
Existing Letters of Credit shall be deemed to have been issued under this
Agreement and the rights and obligations of the Issuing Bank and the account
parties thereunder shall be subject to the terms hereof.

     

     

     

     

     

    
      
        
        

      

      
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    (c) Expiration
Date.  Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the
issuance of such Letter of Credit (or, in the case of any renewal or extension
thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days prior to the Maturity Date.

     

    (d) Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof), or in the case of the Existing Letters of
Credit, on the Effective Date, and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.

     

    (e) Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the date that such LC Disbursement is made,
if the Borrower shall have received notice of such LC Disbursement prior to
10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than
12:00 noon, New York City time, on (i) the Business Day that the Borrower
receives such notice, if such notice is received prior to 10:00 a.m., New York
City time, on the day of receipt, or (ii) the Business Day immediately following
the day that the Borrower receives such notice, if such notice is not received
prior to such time on the day of receipt; provided that the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.05 that such payment be financed with an
ABR Revolving Borrowing or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower’s obligation to make such payment shall be
discharged and replaced by the resulting ABR Revolving Borrowing or Swingline
Loan.  If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Lender of the applicable LC Disbursement,
the payment then due from the Borrower in respect thereof and such Lender’s
Applicable Percentage thereof.  Promptly following receipt of such
notice, each Lender shall pay to the Administrative Agent its Applicable
Percentage of the payment then due from the Borrower, in the same manner as
provided in Section 2.07 with respect to Loans made by such Lender (and Section
2.07 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

     

     

     

     

     

     

    
      
        
        

      

      
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    (f) Obligations
Absolute.  The Borrower’s obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower’s obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank’s failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank (as
finally determined by a court of competent jurisdiction), the Issuing Bank shall
be deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

     

     

     

     

     

     

     

    
      
        
        

      

      
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    (g) Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h) Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph
(e) of this Section, then Section 2.13(d) shall apply.  Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

     

    (i) Replacement of the Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank.  The Administrative Agent shall
notify the Lenders of any such replacement of the Issuing Bank.  At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.12(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

     

    (j) Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, 

     

     

     

     

     

     

    
      
        
        

      

      
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    without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to the Borrower described in clause (f) or (g) of Article
VII.  Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the Borrower
under this Agreement.  The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower’s risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC
Exposure  representing greater than 50% of the total LC Exposure), be
applied to satisfy other obligations of the Borrower under this
Agreement.  If the Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the
Borrower within three Business Days after all Events of Default have been cured
or waived.

     

    SECTION
2.07. Funding of
Borrowings.  (a) Each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.05.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in New York City and designated by the
Borrower in the applicable Borrowing Request; provided that ABR Revolving Loans
made to finance the reimbursement of an LC Disbursement as provided in Section
2.06(e) shall be remitted by the Administrative Agent to the Issuing
Bank.

     

    (b) Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans.  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

     

     

     

     

     

     

    
      
        
        

      

      
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    SECTION
2.08. Interest
Elections.  (a) Each Revolving Borrowing initially shall be of
the Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Revolving Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request.  Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate
Borrowing.  This Section shall not apply to Swingline Borrowings,
which may not be converted or continued.

     

    (b) To make
an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the Borrower were requesting a
Revolving Borrowing of the Type resulting from such election to be made on the
effective date of such election.  Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

     

    (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

     

    (iv) if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

     

    (d) Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

     

     

     

     

     

     

    
      
        
        

      

      
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    (e) If the
Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

     

    SECTION
2.09. Termination and Reduction of
Commitments; Increase of Commitments.  (a) Unless previously
terminated, the Commitments shall terminate on the Maturity Date.

     

    (b) The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i)
each reduction of the Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall
not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the sum of
the Revolving Credit Exposures would exceed the total Commitments.

     

    (c) The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective
Commitments.

     

    (d) The
Borrower may, at its option, on up to five occasions, seek to increase the
Commitments and/or establish new term loan commitments under this Agreement (the
“Term Commitments”) by up to an aggregate amount of $200,000,000 in a minimum
amount of $25,000,000 and in integral multiples of $5,000,000 in excess thereof,
upon at least three (3) Business Days’ prior written notice to the
Administrative Agent, which notice shall (i) specify (a) the amount of any such
increase and (b) whether such increase is in the Commitments, the Term
Commitments or a combination of any thereof, (ii) be delivered at a time when no
Default has occurred and is continuing and (iii) specify the effective date of
any Commitments or Term Commitments and the effective date of any incremental
term loans (the “Term Loans”) to be made pursuant thereto.  The
Borrower may, after giving such notice, offer the increase (which may be
declined by any Lender in its sole discretion) in the Commitments or the Term
Commitments on either a ratable basis to the Lenders or on a non pro-rata basis
to one or more Lenders and/or to other Lenders or entities reasonably acceptable
to the Administrative Agent; provided, however, that in the
case of new Term Commitments, such offer shall first be made ratably to the then
existing Lenders.  No increase in the Commitments or establishment or
increase in the Term Commitments shall become effective until the existing or
new Lenders extending such incremental Commitments or Term Commitments and the
Borrower shall have delivered to the Administrative Agent a document in form and


     

     

     

     

     

    
      
        
        

      

      
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    substance
reasonably satisfactory to the Administrative Agent pursuant to which each such
existing Lender states the amount of its Commitment, Loan or Term Commitment
increase, each such new Lender becomes a party hereto, states its Commitment,
Loan or Term Commitment amount and agrees to assume and accept the obligations
and rights of a Lender hereunder and the Borrower accepts such incremental
Commitments, Loans or Term Commitments and certifies that on such date the
conditions for a new Loan pursuant to Section 4.02 are satisfied.  In
the event of an increase in the Commitments pursuant to this Section, the
Lenders with Commitments (new or existing) shall accept an assignment from the
existing Lenders with Commitments, and the existing Lenders with Commitments
shall make an assignment to the new or existing Lenders with Commitments
accepting a new or increased Commitment, of an interest in each then outstanding
Revolving Loan, Swingline Loan, Letter of Credit and LC Disbursement such that,
after giving effect thereto, all Revolving Loans, Swingline Loans, Letters of
Credit and LC Disbursements are held ratably by the Lenders with Commitments in
proportion to their respective Commitments.  Assignments pursuant to
the preceding sentence shall be made in exchange for the principal amount
assigned plus accrued and unpaid interest and shall not be subject to the
assignment fee set forth in Section 9.04(b)(ii)(C).  The Borrower
shall make any payments under Section 2.16 resulting from such
assignments.  In the event of the establishment of or an increase in
the Term Commitments pursuant to this Section, (a) each Lender accepting a
portion of such Term Commitments shall, on the effective date of the
establishment of or increase in the Term Commitments, make a Term Loan to the
Borrower in the amount of its portion of such increase, (b) the Term Loans shall
be payable in full on the Maturity Date and shall be subject to all terms
applicable to Revolving Loans except for terms specific to loans which are
revolving in nature and except that the fees and interest rates applicable
thereto shall be as agreed by the Borrower and the Lenders making such Term
Loans and (c) the Borrower, the Administrative Agent and each Lender shall enter
into such amendments of the Loan Documents as may reasonably be requested by the
Borrower and the Administrative Agent to make conforming changes consistent with
this Section.  Any such increase of the Commitments or Term
Commitments shall be subject to receipt by the Administrative Agent from the
Borrower of such supplemental opinions, resolutions, certificates and other
documents as the Administrative Agent may reasonably request.  From
and after the making of an incremental Term Loan or Revolving Loan pursuant to
this Section, such Loan shall be deemed a “Loan”, “Term Loan” and/or “Revolving
Loan”, as applicable, hereunder for all purposes hereof, and shall be subject to
the same terms and conditions as each other Term Loan or Revolving Loan made
pursuant to this Agreement.

     

    SECTION
2.10. Repayment of Loans; Evidence
of Debt.  (a) The Borrower hereby unconditionally promises to
pay (i) to the Administrative Agent for the account of each Lender the then
unpaid principal amount of each Revolving Loan on the Maturity Date, and (ii) to
the Swingline Lender the then unpaid principal amount of each Swingline Loan on
the earlier of the Maturity Date and the first date after such Swingline Loan is
made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made; provided that on each date that
a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.

     

     

     

     

     

     

    
      
        
        

      

      
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    (b) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Class and Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from the Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender’s share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e) Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be represented by one or
more promissory notes in such form payable to the order of the payee named
therein (or, if such promissory note is a registered note, to such payee and its
registered assigns).

     

    (f) If at any
time (a) prior to the Bridge Termination Date, the aggregate Revolving Credit
Exposure of the Lenders exceeds the Bridge Period Availability Amount or the
total Commitments or (b) after the Bridge Termination Date, the aggregate
Revolving Credit Exposure of the Lenders exceeds the total Commitments of the
Lenders, then in either case, the Borrower shall immediately prepay the
Revolving Loans in the amount of such excess.  To the extent that,
after the prepayment of all Revolving Loans an excess of the Revolving Credit
Exposure over the applicable amount referenced in clause (a) or (b) above still
exists, the Borrower shall promptly cash collateralize the Letters of Credit in
the manner described in Section 2.06(j) in an amount sufficient to eliminate
such excess.

     

    SECTION
2.11. Prepayment of
Loans.  (a) The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (b) of this Section.

     

    (b) The
Borrower shall notify the Administrative  Agent (and, in the case of
prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 1:00 p.m., New York City time,
three Business Days before the date of prepayment, (ii) in the case of


     

     

     

     

     

     

    
      
        
        

      

      
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    prepayment
of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City time, on
the date of prepayment or (iii) in the case of prepayment of a Swingline Loan,
not later than 12:00 noon, New York City time, on the date of
prepayment.  Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09(c), then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.09(c).  Promptly following receipt of any
such notice relating to a Revolving Borrowing, the Administrative Agent shall
advise the Lenders of the contents thereof.  Each partial prepayment
of any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02.  Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.13.

     

    SECTION
2.12. Fees.  (a)
The Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at the Applicable Rate on the daily
amount of the difference between the Commitment of such Lender (determined
without regard to any restriction on the maximum Revolving Credit Exposures
prior to the Bridge Termination Date) and the Revolving Credit Exposure
(excluding Swingline Exposure) of such Lender during the period from and
including the date hereof to but excluding the date on which such Commitment
terminates.  Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof.  All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

     

    (b) The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Revolving Loans on the average daily
amount of such Lender’s LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate or rates per annum separately agreed upon between the Borrower and the
Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank’s standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder.  Participation fees and fronting fees accrued
through and including the last day of March, June, September and December of
each year shall be payable on the third Business Day following such last day,
commencing on the first such date to occur after the Effective Date; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     

     

     

     

     

     

    
      
        
        

      

      
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    (c) The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    (d) All fees
payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of commitment fees and
participation fees, to the Lenders.  Fees paid shall not be refundable
under any circumstances.

     

    SECTION
2.13. Interest.  (a)
The Loans comprising each ABR Borrowing (other than Swingline Loans) shall bear
interest at the Alternate Base Rate plus the Applicable Rate.  Each
Swingline Loan shall bear interest at the Alternate Base Rate or such other rate
per annum from time to time agreed upon by the Swingline Lender and the
Borrower.

     

    (b) The Loans
comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Rate.

     

     

                   (c) [Intentionally
Omitted]

    
       

      (d) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the  rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.

       

      (e) Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan upon termination of the Commitments; provided that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the end of the Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

       

      (f) All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate  shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

       

       

       

       

      


      
        
          
             


          

          
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      SECTION
2.14. Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

       

      (a) the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or

       

      (b) the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;

       

      then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

       

      SECTION
2.15. Increased
Costs.  (a) If any Change in Law shall:

       

      (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or the Issuing Bank; or

       

      (ii) impose on
any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or
any Letter of Credit or participation therein;

       

      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or the Issuing Bank
of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction
suffered.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      (b) If any
Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the
Issuing Bank’s holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Bank’s policies and the policies of
such Lender’s or the Issuing Bank’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or the
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or the Issuing Bank or such Lender’s or the Issuing
Bank’s holding company for any such reduction suffered.

       

      (c) A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or (b) of this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

       

      (d) Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the
Issuing Bank’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender’s or the Issuing Bank’s
intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

       

      SECTION
2.16. Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith) or (d) the assignment of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to such
event.  In the case of a Eurodollar Loan, such loss, cost or expense
to any Lender shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (i) the amount of interest which would have accrued on
the principal amount of such Loan had such event not occurred, at the Adjusted
LIBO Rate that would have been applicable to such Loan, for the period from the
date of such event to the last day of the then current Interest Period therefor
(or, in the case of a failure to borrow, convert or continue, for the period
that would have been the Interest Period for such Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market.  A certificate of any Lender setting
forth any amount or amounts that such Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender the amount shown
as due on any such certificate within 10 days after receipt
thereof.

       

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
2.17.  Taxes.  (a)
Any and all payments by or on account of any obligation of the Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, Lender or
Issuing Bank (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

       

      (b) In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

       

      (c) The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.

       

      (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

       

      (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

       

       

       

       

       

      
        
          
          

        

        
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      (f) If the
Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent or such Lender in the event
the Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

       

      SECTION
2.18. Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a) The Borrower shall
make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 12:00 noon, New York City
time, on the date when due, in immediately available funds, without set off or
counterclaim.  Any amounts received after such time on any date may,
in the discretion of the Administrative Agent, be deemed to have been received
on the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made to the Administrative Agent
at its offices at 270 Park Avenue, New York, New York, except payments to be
made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such
extension.  All payments hereunder shall be made in
dollars.

       

      (b) If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements,
interest and fees then due hereunder, such funds shall be applied (i) first,
towards payment of interest and fees then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of interest and fees
then due to such parties, and (ii) second, towards payment of principal and
unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

       

      (c) If any
Lender shall, by exercising any right of set off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its loans
hereunder or participations in LC Disbursements or Swingline Loans resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of
its loans hereunder and participations in LC Disbursements and Swingline Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participations in the loans hereunder and participations in LC
Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective loans hereunder and 

       

       

       

       

       

      
        
          
          

        

        
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      participations
in LC Disbursements and Swingline Loans; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its loans hereunder or
participations in LC Disbursements to any assignee or participant, other than to
the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
of this paragraph shall apply).  The Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable
law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against the Borrower rights of set-off and
counterclaim with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.

       

      (d) Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank with interest thereon, for
each day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank
compensation.

       

      (e) If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.

       

      SECTION
2.19. Mitigation Obligations;
Replacement of Lenders.  (a) If any Lender requests
compensation under Section 2.15, or if the Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 2.17, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender.  The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

       

       

       

       

       

       

      
        
          
          

        

        
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      (b) If any
Lender requests compensation under Section 2.15, or if the Borrower is required
to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 2.17, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under this Agreement to an assignee that shall assume
such obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and if a Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction
in such compensation or payments.  A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such  assignment and delegation cease to apply.

       

      ARTICLE
III

       

      Representations and
Warranties

       

      The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:

       

      SECTION
3.01. Corporate Existence and
Standing.  The Borrower and each Material Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation and is duly qualified and
in good standing as a foreign corporation and is duly authorized to conduct its
business in each jurisdiction in which its business is conducted or proposed to
be conducted except where the failure to be so qualified or authorized could not
reasonably be expected to have a Material Adverse Effect.

       

      SECTION
3.02. Authorization and
Validity.  The Borrower and each Guarantor have all requisite
power and authority (corporate and otherwise) and legal right to execute and
deliver (or file, as the case may be) each of the Loan Documents to which it is
a party and to perform its obligations thereunder.  The execution and
delivery (or filing, as the case may be) by the Borrower and each Guarantor of
the Loan Documents to which it is a party and the performance of their
respective obligations thereunder have been duly authorized by proper corporate
proceedings and the Loan Documents constitute legal, valid and binding
obligations of the Borrower or such Guarantor, as applicable, enforceable
against the Borrower or such Guarantor, as applicable, in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors’ rights generally or by
general principles of equity.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.03. Compliance with Laws and
Contracts.  The Borrower and its Subsidiaries have complied
with all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign government or any instrumentality or agency thereof, having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Properties, except where the failure to so comply could not
reasonably be expected to have a Material Adverse Effect.  Neither the
execution and delivery by the Borrower or any Guarantor of the Loan Documents to
which it is a party, the application of the proceeds of the Loans and the
Letters of Credit, the consummation of any transaction contemplated in the Loan
Documents, nor compliance with the provisions of the Loan Documents will, or at
the relevant time did, (a) violate any law, rule, regulation (including
Regulation T, Regulation U and Regulation X), order, writ, judgment, injunction,
decree or award binding on the Borrower or any Subsidiary or the Borrower’s or
any Subsidiary’s charter, articles or certificate of incorporation or by-laws,
(b) violate the provisions of or require the approval or consent of any party to
any indenture, instrument or agreement to which the Borrower or any Subsidiary
is a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, or result in the creation or imposition
of any Lien (other than Liens permitted by, the Loan Documents) in, of or on the
Property of the Borrower or any Subsidiary pursuant to the terms of any such
indenture, instrument or agreement, or (c) require any consent of the
stockholders of any Person.

       

      SECTION
3.04. Governmental
Consents.  No order, consent, approval, qualification, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of, Governmental Authority, or any
subdivision thereof, any securities exchange or other Person is or at the
relevant time was required to authorize, or is or at the relevant time was
required in connection with the execution, delivery, consummation or performance
of, or the legality, validity, binding effect or enforceability of, any of the
Loan Documents, the application of the proceeds of the Loans or the Letters of
Credit or any other transaction contemplated in the Loan Documents.

       

      SECTION
3.05. Financial
Statements.  The Borrower has heretofore furnished to each of
the Lenders the audited consolidated financial statements of the Borrower and
its Subsidiaries as of and for the fiscal year ended September 30, 2007 and the
unaudited consolidated financial statements of the Borrower and its Subsidiaries
as of and for the fiscal quarters ended December 31, 2007 and March 31, 2008
(collectively, the “Financial
Statements”).  Each of the Financial Statements was prepared in
accordance with Agreement Accounting Principles and fairly presents the
consolidated financial condition and operations of the Borrower and its
Subsidiaries at such dates and the consolidated results of their operations for
the respective periods then ended (except, in the case of such unaudited
statements, for normal year-end audit adjustments).

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.06. Material Adverse
Change.  Since September 30, 2007, there has been no change
from that reflected in the Financial Statements, in the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole which
could reasonably be expected to have a Material Adverse Effect.

       

      SECTION
3.07. Taxes.  The
Borrower and its Subsidiaries have filed or caused to be filed in correct form
all United States federal and applicable foreign, state and local tax returns
and all other material tax returns which are required to be filed and have paid
all taxes due pursuant to said returns or pursuant to any assessment received by
the Borrower or any Subsidiary, except such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and as to which no Lien
exists.  No tax liens have been filed and no claims are being asserted
with respect to any such taxes which could reasonably be expected to have a
Material Adverse Effect.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of any taxes or other
governmental charges are in accordance with Agreement Accounting
Principles.

       

      SECTION
3.08. Litigation and Contingent
Obligations.  There is no litigation, arbitration, proceeding,
inquiry or governmental investigation (including, without limitation, by the
Federal Trade Commission) pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any Subsidiary or any of their
respective Properties which could reasonably be expected to have a Material
Adverse Effect or to prevent, enjoin or unduly delay the making of the Loans or
the issuance of Letters of Credit under this Agreement.  Neither the
Borrower nor any Subsidiary has any material Contingent Obligations except as
set forth on Schedule 3.08.

       

      SECTION
3.09. Subsidiaries and
Capitalization.  Schedule 3.09 hereto contains an accurate list
of all of the existing Subsidiaries as of the date of this Agreement, setting
forth their respective jurisdictions of incorporation and the percentage of
their capital stock owned by the Borrower or other Subsidiaries.  All
of the issued and outstanding shares of capital stock of each Subsidiary have
been duly authorized and validly issued, are fully paid and non-assessable, and
are free and clear of all Liens, other than the Liens created by the Loan
Documents.  No authorized but unissued or treasury shares of capital
stock of the Borrower or any Subsidiary are subject to any option, warrant,
right to call or commitment of any kind or character.  Except as set
forth on Schedule 3.09, neither the Borrower nor any Subsidiary has any
outstanding stock or securities convertible into or exchangeable for any shares
of its capital stock, or any right issued to any Person (either preemptive or
other) to subscribe for or to purchase, or any options for the purchase of, or
any agreements providing for the issuance (contingent or otherwise) of, or any
calls, commitments or claims of any character relating to any of its capital
stock or any stock or securities convertible into or exchangeable for any of its
capital stock other than as expressly set forth in the certificate or articles
of incorporation of the Borrower or such Subsidiary.  Neither the
Borrower nor any Subsidiary is subject to any obligation (contingent or
otherwise) to repurchase or otherwise acquire or retire any shares of its
capital stock or any convertible securities, rights or options of the type
described in the preceding sentence except as otherwise set forth on Schedule
3.09.  Except as set forth on Schedule 3.09, as of the date hereof the
Borrower does not own or hold, directly or indirectly, any capital stock or
equity security of, or any equity or partnership interest in any Person other
than such Subsidiaries and Vail Resorts, Inc.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.10. ERISA.  Each
of the Borrower and each member of the Controlled Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code with
respect to each Plan.  Neither the Borrower nor any other member of
the Controlled Group has incurred, or is reasonably expected to incur, any
withdrawal liability to any Multiemployer Plan which could reasonably be
expected to have a Material Adverse Effect.  Each Plan complies in all
respects with all applicable requirements of law and regulations, except where
the failure to so comply could not reasonably be expected to cause the relevant
Plan to become disqualified under the Code.  Neither the Borrower nor
any member of the Controlled Group has, with respect to any Plan, failed to make
any contribution or pay any amount required under Section 412 of the Code or
Section 302 of ERISA or the terms of such Plan.  There are no pending
or, to the knowledge of the Borrower, threatened claims, actions, investigations
or lawsuits against any Plan, any fiduciary thereof, or the Borrower or any
member of the Controlled Group with respect to a Plan which could reasonably be
expected to have a Material Adverse Effect.  Neither the Borrower nor
any member of the Controlled Group has engaged in any prohibited transaction (as
defined in Section 4975 of the Code or Section 406 of ERISA) in connection with
any Plan which would subject such Person to any material
liability.  Within the last five years neither the Borrower nor any
member of the Controlled Group has engaged in a transaction which resulted in a
Single Employer Plan with an Unfunded Liability being transferred out of the
Controlled Group.  No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan which is subject to Title IV of
ERISA.

       

      SECTION
3.11. Defaults.  No
Default or Event of Default has occurred and is continuing.

       

      SECTION
3.12. Federal Reserve
Regulations.  Neither the Borrower nor any Subsidiary is
engaged, directly or indirectly, principally, or as one of its important
activities, in the business of extending, or arranging for the extension of,
credit for the purpose of purchasing or carrying Margin
Stock.  Neither the making of any Loan or issuance of any Letters of
Credit hereunder, the use of the proceeds thereof, will violate or be
inconsistent with the provisions of Regulation T, Regulation U or Regulation
X.  Following the application of the proceeds of the Loans, less than
25% of the value (as determined by any reasonable method) of the assets of the
Borrower and its Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder taken as a whole have been, and will
continue to be, represented by Margin Stock.

       

      SECTION
3.13. Investment Company
Act.  Neither the Borrower nor any Subsidiary is, or after
giving effect to any Loan will be, an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.

       

      SECTION
3.14. Certain
Fees.  Other than as disclosed on Schedule 3.14, no broker’s or
finder’s fee or commission was, is or will be payable by the Borrower or any
Subsidiary with respect to the transactions contemplated by this
Agreement.  The Borrower hereby agrees to indemnify the Administrative
Agent and the Lenders against and agrees that it will hold each of them harmless
from any claim, demand or liability for broker’s or finder’s fees or commissions
alleged to have been incurred by the Borrower in connection with any of the
transactions contemplated by this Agreement and any expenses (including, without
limitation, attorneys’ fees and time charges of attorneys for the Administrative
Agent or any Lender, which attorneys may be employees of the Administrative
Agent or any Lender) arising in connection with any such claim, demand or
liability.

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.15. Solvency.  As
of the date hereof, after giving effect to the consummation of the transactions
contemplated by the Loan Documents and the payment of all fees, costs and
expenses payable by the Borrower or its Subsidiaries with respect to the
transactions contemplated by the Loan Documents, each of the Borrower and each
Guarantor is Solvent.

       

      SECTION
3.16. Ownership of
Properties.  (a) Except as set forth on Schedule 3.16 hereto,
the Borrower and its Subsidiaries have a subsisting leasehold interest in, or
good and marketable title, free of all Liens, other than those permitted by
Section 6.08 or by any of the other Loan Documents, to all of the Properties and
assets reflected in the Financial Statements as being owned by it, except for
assets sold, transferred or otherwise disposed of in the ordinary course of
business since the date thereof.  There are no actual, threatened or
alleged defaults with respect to any leases of real property under which the
Borrower or any Subsidiary is lessee or lessor which could reasonably be
expected to have a Material Adverse Effect.  The Borrower and its
Subsidiaries own or possess rights to use all material licenses, patents, patent
applications, copyrights, service marks, trademarks and trade names necessary to
continue to conduct their business as heretofore conducted, and no such license,
patent or trademark has been declared invalid, been limited by order of any
court or by agreement or is the subject of any infringement, interference or
similar proceeding or challenge, except for proceedings and challenges which
could not reasonably be expected to have a Material Adverse Effect.

       

      (b)           Each
of the Borrower and its Subsidiaries owns, is licensed or otherwise has the
right to use, all trademarks, tradenames, copyrights, patents and other
intellectual property material to its business, and the use thereof by the
Borrower and its Subsidiaries does not infringe upon the rights of any other
Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

       

      SECTION
3.17. Indebtedness.  Attached
hereto as Schedule 3.17 is a complete and correct list of all Indebtedness of
the Borrower and its Subsidiaries outstanding on the date of this Agreement
(other than Indebtedness in a principal amount not exceeding $100,000 for a single
item of Indebtedness and $500,000 in the
aggregate for all such Indebtedness), showing the aggregate principal amount
which was outstanding on such date.

       

      SECTION
3.18. Subordinated
Indebtedness.  The principal of and interest on the Loans and
all other Obligations will constitute “senior debt” as that or any similar term
is or may be used in any other instrument evidencing or applicable to any
Subordinated Indebtedness of the Borrower.

       

      SECTION
3.19. Employee
Controversies.  There are no strikes, work stoppages or
controversies pending or threatened between the Borrower or any Subsidiary and
any of its employees, other than strikes, work stoppages or controversies
arising in the ordinary course of business, which, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.20. Material
Agreements.  Neither the Borrower nor any Subsidiary is a party
to any agreement or instrument or subject to any charter or other corporate
restriction (a) which could reasonably be expected to have a Material Adverse
Effect or (b) which (other than (x) the credit agreements for the Bridge Loans,
(y) the note purchase agreements for the Senior Notes as in effect on the date
hereof and (z) the indenture for the Splitco Notes, as originally in effect),
restricts or imposes conditions upon the ability of the Borrower or any
Subsidiary to (i) pay dividends or make other distributions on its capital stock
(ii) make loans or advances to the Borrower, (iii) repay loans or advances from
Borrower or (iv) grant Liens to the Administrative Agent to secure the
Obligations.  Neither the Borrower nor any Subsidiary is in default in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect.

       

      SECTION
3.21. Environmental
Laws.  The Borrower and its Material Subsidiaries each conduct
in the ordinary course of business a review of the effects of then existing
Environmental Laws and then existing Environmental Claims on its business,
condition (financial and other), results of operations and Property, and as a
result thereof the Borrower and its Material Subsidiaries have reasonably
concluded that the application of such Environmental Laws and the existence of
such Environmental Claims, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.

       

      SECTION
3.22. Insurance.  The
Borrower and its Subsidiaries maintain with financially sound and reputable
insurance companies insurance on their Property in such amounts and covering
such risks as is consistent with sound business practice.

       

      SECTION
3.23. Disclosure.  None
of the (a) information, exhibits or reports furnished or to be furnished by the
Borrower or any Subsidiary to the Administrative Agent or to any Lender in
connection with the negotiation of the Loan Documents, or (b) representations or
warranties of the Borrower or any Subsidiary contained in this Agreement, the
other Loan Documents or any certificate or other written information furnished
to the Administrative Agent or the Lenders by or on behalf of the Borrower or
any Subsidiary pursuant to a request from the Administrative Agent or the
Lenders permitted hereunder and for use in connection with the transactions
contemplated by this Agreement, contained, contains or will contain any untrue
statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were
made.  The pro forma financial information contained in such materials
is based upon good faith estimates and assumptions believed by the Borrower to
be reasonable at the time made.  There is no fact known to the
Borrower (other than matters of a general economic nature) that has had or could
reasonably be expected to have a Material Adverse Effect and that has not been
disclosed herein or in such other documents, certificates and other written
information furnished to the Lenders for use in connection with the transactions
contemplated by this Agreement.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
3.24. Material Foreign
Subsidiaries.  Except as set forth on Schedule 3.24 hereto, as
of the Effective Date, the Borrower has no Material Foreign
Subsidiaries.

       

      ARTICLE
IV

       

      Conditions

       

      SECTION
4.01. Effective
Date.  The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):

       

      (a) The
Administrative Agent (or its counsel) shall have received from each party hereto
and to the other Loan Documents either (i) a counterpart of the Loan Documents
signed on behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy or electronic transmission of a
signed signature page of this Agreement) that such party has signed a
counterpart of the Loan Documents.

       

      (b) The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of (i)
C.G. Huber, General Counsel for the Borrower and the Guarantors and (ii) Bryan
Cave LLP, special counsel for the Borrower and the Guarantors, covering such
matters relating to the Borrower, the Guarantors, this Agreement, the other Loan
Documents and the Transactions as the Administrative Agent shall reasonably
request, such opinion to be in form and substance satisfactory to the
Administrative Agent.  The Borrower hereby requests such counsel to
deliver such opinion.

       

      (c) The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Borrower and the Guarantors,
the authorization of the Transactions and any other legal matters relating to
the Borrower and the Guarantors, this Agreement or the Transactions, all in form
and substance satisfactory to the Administrative Agent and its
counsel.

       

      (d) The
Administrative Agent shall have received a certificate, dated the Effective Date
and signed by an Authorized Officer of the Borrower, confirming compliance with
the conditions set forth in paragraphs (a) and (b) of Section 4.02.

       

      (e) The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced,
reimbursement or payment of all out of pocket expenses required to be reimbursed
or paid by the Borrower hereunder.

       

      (f) All
material governmental, shareholder and material third party consents and
approvals necessary in connection with the Transactions shall have been obtained
and all such consents and approvals shall be in force and effect.

       

       

       

       

      
        
          
          

        

        
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      (g) Except as
expressly set forth herein with respect to the deemed reissuance of the Existing
Letters of Credit, the Existing Credit Agreement shall have been terminated, all
principal, interest and other amounts owing thereunder shall have been (or shall
substantially contemporaneously be) repaid in full, all Liens securing the same
shall have been (or shall substantially contemporaneously be) released and the
Administrative Agent shall have received satisfactory evidence
thereof.

       

      (h) The
Administrative Agent shall have received such other documents as the
Administrative Agent, any Lender or their counsel may have reasonably
requested.

       

      The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and
binding.  Notwithstanding the foregoing, the obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New
York City time, on July 18, 2008 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

       

      SECTION
4.02. Each Credit
Event.  The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or
extend any Letter of Credit, is subject to the satisfaction of the following
conditions:

       

      (a) The
representations and warranties of the Borrower and the Guarantors set forth in
the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

       

      (b) At the
time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default shall have occurred and be continuing.

       

      Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in paragraphs (a) and
(b) of this Section.

       

      ARTICLE
V

       

      Affirmative
Covenants

       

      Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:

       

      SECTION
5.01. Financial
Reporting.  The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, consistently applied, and furnish
to the Lenders:

       

       

       

       

       

       

      
        
          
          

        

        
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      (a) As soon
as practicable and in any event within 95 days after the close of each of its
Fiscal Years, an unqualified audit report certified by independent certified
public accountants, acceptable to the Lenders, prepared in accordance with
Agreement Accounting Principles on a consolidated basis for itself and its
Subsidiaries, including balance sheets as of the end of such period and related
statements of income, retained earnings and cash flows accompanied by a
certificate of said accountants that, in the course of the examination necessary
for their certification of the foregoing, they have obtained no knowledge of any
Default, or if, in the opinion of such accountants, any Default shall exist,
stating the nature and status thereof.

       

      (b) As soon
as practicable and in any event within 50 days after the close of the first
three Fiscal Quarters of each of its Fiscal Years, for itself and its
Subsidiaries, consolidated unaudited balance sheets as at the close of each such
period and consolidated statements of income, retained earnings and cash flows
for the period from the beginning of such Fiscal Year to the end of such
quarter, all certified by an Authorized Officer.

       

      (c) Together
with the financial statements required by clauses (a) and (b) above, a
compliance certificate in substantially the form of Exhibit B hereto signed by
an Authorized Officer showing the calculations necessary to determine compliance
with this Agreement and stating that no Default exists, or if any Default
exists, stating the nature and status thereof.

       

      (d) Within
270 days after the close of each Fiscal Year, a statement of the Unfunded
Liabilities of each Single Employer Plan, certified as correct by an actuary
enrolled under ERISA.

       

      (e) As soon
as possible and in any event within 10 days after the Borrower knows that any
Termination Event has occurred with respect to any Plan, a statement, signed by
an Authorized Officer of the Borrower, describing said Termination Event and the
action which the Borrower proposes to take with respect thereto.

       

      (f) As soon
as possible and in any event within 10 days after the Borrower learns thereof,
notice of the assertion or commencement of any claims, action, suit or
proceeding against or affecting the Borrower or any Subsidiary which could
reasonably be expected to have a Material Adverse Effect.

       

      (g) Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all
financial statements, reports and proxy statements so furnished; provided, however, that such
information shall be deemed to have been furnished to the Lenders if such
information is readily available through EDGAR.

       

      (h) Promptly
upon the filing thereof, copies of all registration statements and annual,
quarterly, monthly or other regular reports which the Borrower or any of its
Subsidiaries files with the Securities and Exchange Commission; provided, however, that such
information shall be deemed to have been furnished to the Lenders if such
information is readily available through EDGAR.

       

    

     

     

     

    
      


      
        
          
             


          

          
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      (i) Such
other information (including non-financial information) as the Administrative
Agent or any Lender may from time to time reasonably request.

       

      SECTION
5.02. Use of
Proceeds.  The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Loans to meet the general corporate and working
capital  needs of the Borrower and its Subsidiaries, including
refinancing the Bridge Loans, the making of stock redemptions and repurchases,
dividends on its capital stock, Investments and non-hostile Purchases, all as
and to the extent permitted hereunder.  The Borrower will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Loans or any
Letter of Credit to purchase or carry any “margin stock” (as defined in
Regulation U) or to finance the Purchase of any Person which has not been
approved and recommended by the board of directors (or functional equivalent
thereof) of such Person.

       

      SECTION
5.03. Notice of
Default.  The Borrower will give prompt notice in writing to
the Lenders of the occurrence of (a) any Default, (b) the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental
Authority against or affecting the Borrower or any Affiliate thereof that could
reasonably be expected to result in a Material Adverse Effect and (c) of any
other event or development, financial or other, relating specifically to the
Borrower or any of its Subsidiaries (and not of a general economic or political
nature) which could reasonably be expected to have a Material Adverse
Effect.

       

      SECTION
5.04. Conduct of
Business.  The Borrower will, and will cause each Subsidiary
to, carry on and conduct its business in substantially the same manner as is
presently conducted or in other consumer products markets and the manufacturing
of ingredients therefor, and to do all things necessary to remain duly
incorporated, validly existing and in good standing as a domestic corporation in
its jurisdiction of incorporation and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted,
except where the failure to maintain such authority could not reasonably be
expected to have a Material Adverse Effect.  The Borrower will, and
will cause each of its Subsidiaries to, do or cause to be done all things
necessary to preserve, renew and keep in full force and effect the rights,
licenses, permits, privileges and franchises relating to the conduct of its
business, except where the failure to maintain such rights, licenses, permits,
privileges or franchises could not reasonably be expected to have a Material
Adverse Effect.

       

      SECTION
5.05. Taxes.  The
Borrower will, and will cause each Subsidiary to, timely file complete and
correct United States federal and applicable foreign, state and local tax
returns required by applicable law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside.

       

      SECTION
5.06. Insurance.  The
Borrower will, and will cause each Subsidiary to, maintain with financially
sound and reputable insurance companies insurance on all their Property in such
amounts and covering such risks as is consistent with sound business practice
for similarly situated businesses in the industries in which the Borrower and
its Subsidiaries operate, and the Borrower will furnish to the Administrative
Agent and any Lender upon request full information as to the insurance
carried.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
5.07. Compliance with Laws and
Material Contractual Obligations.  The Borrower will, and will
cause each Subsidiary to comply with (a) all laws, rules, regulations, orders,
writs, judgments, injunctions, decrees or awards to which it may be subject, the
failure to comply with which could reasonably be expected to have a Material
Adverse Effect and (b) all of its material contractual obligations, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

       

      SECTION
5.08. Maintenance of
Properties.  The Borrower will, and will cause each Subsidiary
to do all things necessary to maintain, preserve, protect and keep its Property
in good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times, except where the failure to do
so could not reasonably be expected to have a Material Adverse
Effect.

       

      SECTION
5.09. Inspection.  The
Borrower will, and will cause each Subsidiary to, permit the Administrative
Agent and the Lenders, by their respective representatives and agents, to
inspect any of the Property, corporate books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Lenders may designate; provided, however, that so long
as no Event of Default has occurred, (i) the Administrative Agent or any Lender
exercising any rights pursuant to this Section 5.09 shall give the Borrower or
any applicable Subsidiary advance written notice of its intention to exercise
such rights and (ii) the Borrower shall have no obligation to reimburse the
Administrative Agent for the costs and/or expenses of more than one inspection
or audit described in this Section 5.09 in any Fiscal Year.  The
Borrower will keep or cause to be kept, and cause each Subsidiary to keep or
cause to be kept, appropriate records and books of account in which complete
entries are to be made reflecting its and their business and financial
transactions, such entries to be made in accordance with Agreement Accounting
Principles consistently applied.

       

      SECTION
5.10. Environmental
Matters.  The Borrower shall and shall cause each of its
Material Subsidiaries to conduct in the ordinary course of its business reviews
of the effects of then existing Environmental Laws and then existing
Environmental Claims on its business, condition (financial and other), results
of operations and Property and to take all actions
required by such Environmental Laws and in respect of such Environmental Claims,
except where the failure to so act could not reasonably be expected to have a
Material Adverse Effect.

       

      SECTION
5.11. Material
Subsidiaries.  The Borrower shall cause each of its
Subsidiaries which (a) becomes a Material Subsidiary on or after the date hereof
or (b) becomes a guarantor of the Senior Notes or the Splitco Notes on or after
the date hereof to join the Subsidiary Guaranty as a Guarantor pursuant to a
joinder agreement in the form attached to the Subsidiary Guaranty within thirty
(30) days of such Person becoming a Material Subsidiary or becoming such a
guarantor, as applicable.

       

       

       

       

      
        
          
          

        

        
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      SECTION
5.12. Material Foreign
Subsidiaries.  Within thirty (30) days after any Person becomes
a Material Foreign Subsidiary, the Borrower shall, or shall cause its applicable
Subsidiary to, pledge to the Pledgee 65% (or, to the extent that such pledge can
be accomplished without an adverse tax or other financial consequence to the
Borrower or any of its Subsidiaries in any material respect, 100%) of the Equity
Interests of such Person to secure the Obligations and shall deliver such
documents as the Pledgee may reasonably require in connection
therewith.

       

                    
SECTION 5.13. Payment of
Obligations.  The Borrower will, and will cause
each  Subsidiary to, pay or discharge all Material Indebtedness and
all other material liabilities and obligations, including Taxes, before the same
shall become delinquent or in default, except where (a) the validity or amount
thereof is being contested in good faith by appropri­ate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

       

      ARTICLE
VI

       

      Negative
Covenants

       

      Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired or terminated and all LC Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

       

      SECTION
6.01. Capital Stock and
Dividends.  The Borrower will not, nor will it permit any
Subsidiary to issue or have outstanding any preferred stock, other than
preferred stock not having mandatory redemption, retirement and other repurchase
dates commencing less than 91 days after the Maturity Date.

       

      SECTION
6.02. Indebtedness.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur or suffer
to exist any Indebtedness, except:

       

      (a) the
Loans;

       

      (b) Indebtedness
existing on the date hereof and described in Schedule 3.17;

       

      (c) Contingent
Obligations permitted by Section 3.08;

       

      (d) Indebtedness
arising in connection with the Accounts Receivable Financing
Program;

       

      (e) the
Bridge Loans;

       

      (f) Indebtedness
pursuant to the Splitco Notes;

       

      (g) other
Indebtedness so long as immediately after giving effect to the incurrence of
such Indebtedness, the Borrower is in compliance with the financial covenants
set forth in Section 6.17.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
6.03. Merger; Fundamental
Changes.  The Borrower will not, nor will it permit any
Subsidiary to, merge or consolidate with or into any other Person, or liquidate
or dissolve, except that (i) a Wholly-Owned Subsidiary may merge into the
Borrower or any Wholly-Owned Subsidiary of the Borrower, (ii) the Borrower or
any Subsidiary may merge or consolidate with any other Person so long as the
Borrower or such Subsidiary is the continuing or surviving corporation and,
prior to and after giving effect to such merger or consolidation, no Default or
Event of Default shall exist, and (iii) any Subsidiary may enter into a merger
or consolidation as a means of effecting a disposition permitted by Section
6.04.

       

      SECTION
6.04. Sale of
Assets.  The Borrower will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property to any
other Person except for (a) sales of inventory or unused or obsolete equipment
in the ordinary course of business, (b) sales of Borrower’s or any of Borrower’s
Subsidiaries’ stock in Vail Resorts, Inc., and (c) leases, sales, transfers or
other dispositions of its Property that, together with all other Property of the
Borrower and its Subsidiaries previously leased, sold, transferred or otherwise
disposed of (other than inventory or unused or obsolete equipment sold in the
ordinary course of business and accounts receivables transactions permitted by
Section 6.05) as permitted by this Section 6.04 since the date hereof, do not
constitute a Substantial Portion of the Property of Borrower and its
Subsidiaries.

       

      SECTION
6.05. Sale of
Accounts.  The Borrower will not, nor will it permit any
Subsidiary to, sell or otherwise dispose of any notes receivable or accounts
receivable, with or without recourse, except that the Borrower or any Subsidiary
may sell or otherwise grant an interest in its accounts receivable to other
Persons, in each case pursuant to an Accounts Receivable Financing
Program.

       

      SECTION
6.06. Investments and
Purchases.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including, without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Purchases,
except:

       

      (a) Short-term
obligations of, or fully guaranteed by, the United States of America and
short-term obligations of United States government agencies;

       

      (b) Commercial
paper rated A-1 or better by S&P or P-1 or better by Moody’s;

       

      (c) Demand
deposit and money market bank accounts maintained in the ordinary course of
business with Initial Lenders or with commercial banks which are members of the
Federal Deposit Insurance Corporation;

       

       

       

       

       

       

      
        
          
          

        

        
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      (d) Bankers
acceptances and certificates of deposit issued by and time deposits with Initial
Lenders or with commercial banks (whether domestic or foreign) rated B or better
by Thomson, A or
better by S&P or A2 or better by Moody’s;

       

      (e) Repurchase
agreements with Initial Lenders or with commercial banks (whether domestic or
foreign) rated B or better by Thomson, A or better by S&P or A2 or better by
Moody’s, so long at least 102% of the principal amount of each repurchase
agreement is collateralized by obligations of, or fully guaranteed by, the
United States of America or by commercial paper rated A-1 or better by S&P
or P-1 or better by Moody’s;

       

      (f) Loan
participations and master notes with corporations rated A-1 or better by S&P
or P-1 or better by Moody’s and with Initial Lenders or with commercial banks
rated B or better by Thomson, A or better by S&P or A2 or better by
Moody’s;

       

      (g) Money
market preferred stock accounts in corporations rated A or better by S&P or
A2 or better by Moody’s or in other corporations so long as such Investments are
secured by letters of credit issued by Initial Lenders or by commercial banks
rated B or better by Thomson, A or better by S&P or A2 or better by
Moody’s;

       

      (h) Existing
Investments in Subsidiaries and additional Investments in Guarantors and Pledged
Subsidiaries;

       

      (i) Other
Investments in existence on the date hereof and described in Schedule 6.06
hereto;

       

      (j) Other
Investments in Persons or Subsidiaries which are not Guarantors or Pledged
Subsidiaries (including, without limitation, (i) any Investment in a joint
venture and (ii) the creation of and the Investment in any Subsidiary that is
not a Guarantor) in an aggregate amount not exceeding $20,000,000;

       

      (k) Investments
in, and the creation of, any special purpose Subsidiary created for the purpose
of entering into the Accounts Receivable Financing Program;

       

      (l) Additional
equity Investments in Vail Resorts, Inc. necessary to permit the Borrower to
retain equity accounting treatment for such Investment;

       

      (m) (i)
Non-hostile Purchases in the same line of business or related or ancillary
businesses as the Borrower (including but not limited to consumer packaged
goods), not exceeding $100,000,000 in the case of any single Purchase or series
of related Purchases, provided that (A)
there shall exist no Default either immediately before or immediately after
giving effect to any such Purchase and (B) the representations and warranties
contained in Article III are true and correct both immediately before and
immediately after giving effect to any such Purchases, or (ii) non-hostile
Purchases in the same line of business or related or ancillary businesses as the
Borrower (including but not limited to consumer packaged goods), in excess of
$100,000,000 in the case of  any single Purchase or series of related
Purchases, provided that (A)
there shall exist no Default either immediately before or immediately after
giving effect to any such Purchases, (B) the representations and warranties
contained in Article III are true and correct both immediately before and
immediately after giving effect to any such Purchases, and (C) the Borrower
submits pro forma financial statements for the most recent period of four
consecutive Fiscal Quarters for which financial statements have been furnished
or are due pursuant to Section 5.01 and a certificate executed by an Authorized
Officer of the Borrower prior to closing any such transaction showing that the
Borrower is in compliance with Section 6.17 (treating such Purchase as having
occurred on the first day of such four-quarter period); and

       

       

       

       

       

       

      
        
          
          

        

        
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      (n)  United
States mutual funds that invest solely in any of the Investments described in
subsections (a) through (g) above.

       

      SECTION
6.07. Contingent
Obligations.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except (a) by endorsement of instruments for deposit or
collection in the ordinary course of business, (b) the Subsidiary Guaranty, (c)
the Ralston Obligations, (d) other Contingent Obligations not to exceed
$10,000,000 in the aggregate at any time outstanding and (e) guarantees of the
obligations of the Borrower under (i) the credit agreements for the Bridge
Loans, (ii) the note purchase agreements for the Senior Notes as in effect on
the date hereof and (iii) the indenture for the Splitco Notes, as originally in
effect.

       

      SECTION
6.08. Liens.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur, or
suffer to exist any Lien in, of or on the Property of the Borrower or any of its
Subsidiaries, except:

       

      (a) Liens for
taxes, assessments or governmental charges or levies on its Property if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith and by appropriate proceedings and for
which adequate reserves in accordance with generally accepted principles of
accounting shall have been set aside on its books;

       

      (b) Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure the
payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books;

       

      (c) Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation;

       

      (d) Liens
arising out of good faith deposits in connection with or to secure performance
of statutory obligations, surety and appeal bonds, government contracts, leases
otherwise permitted hereunder, performance and return of money bonds and other
similar obligations incurred in the ordinary course of business;

       

      (e) Easements,
minor defects or irregularities in title, building restrictions and such other
encumbrances or charges against real property, all of which as are of a nature
generally existing with respect to Properties of a similar character and which
do not in any material way affect (i) the marketability of the same or (ii)
interfere with the use thereof in the business of the Borrower or the
Subsidiaries;

       

      (f) Liens
existing on the date hereof and described in Schedule 6.08 hereto, including
extensions, renewals and replacements thereof in whole or in part, so long as
the principal amount of the Indebtedness secured thereby at the time of such
extension, renewal or replacement is limited to all or any part of the Property
(including improvements thereon) securing the Lien so extended, renewed or
replaced;

       

       

       

       

       

      
        
          
          

        

        
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      (g) Liens on
the Property of a Subsidiary of the Borrower and exclusively securing
Indebtedness of such Subsidiary to the Borrower or any Guarantor;

       

      (h) Liens of
purchasers or providers of financing under an Accounts Receivable Financing
Program in accordance with Section 6.05 herein;

       

      (i) Liens on
the capital stock of any Material Foreign Subsidiary and exclusively securing
Indebtedness permitted by Section 6.02, so long as such Liens are pari passu or
junior to the Liens granted pursuant to Section 5.12 or the Pledge
Agreement;

       

      (j) Liens on
the capital stock of Vail Resorts, Inc. in connection with the sale or forward
sale of such stock; and

       

      (k) Other
Liens securing aggregate principal Indebtedness at no time exceeding (i)
$35,000,000 minus (ii) the
aggregate amount of proceeds of any Sale and Leaseback Transactions permitted by
Section 6.16 and consummated prior to such time.

       

      SECTION
6.09. Affiliates.  The
Borrower will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except (a)
in the ordinary course of business and pursuant to the reasonable requirements
of the Borrower’s or such Subsidiary’s business and upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary than the Borrower or
such Subsidiary would obtain in a comparable arms-length transaction, (b)
transactions among the Borrower and Guarantors, (c) in connection with the
Accounts Receivable Financing Program and (d) the mergers of (i) Cable Holdco,
Inc. with and into Ralcorp Mailman LLC and (ii) Ralcorp Mailman LLC with and
into the Borrower.

       

      SECTION
6.10. Subordinated Indebtedness;
Other Indebtedness.  The Borrower will not, and will not permit
any Subsidiary to, make any amendment or modification to the indenture, note or
other agreement evidencing or governing any Subordinated Indebtedness, or
directly or indirectly voluntarily prepay, defease or in substance defease,
purchase, redeem, retire or otherwise acquire, any Subordinated
Indebtedness.

       

      SECTION
6.11. Change in Corporate
Structure; Fiscal Year.  The Borrower shall not, nor shall it
permit any Subsidiary to, (a) permit any amendment or modification to be made to
its certificate or articles of incorporation or by-laws which is materially
adverse to the interests of the Lenders or (b) change its Fiscal Year to end on
any date other than September 30 of each year.

       

      SECTION
6.12. Inconsistent
Agreements.  The Borrower shall not, nor shall it permit any
Subsidiary to, enter into any indenture, agreement, instrument or other
arrangement (other than (x) the credit agreements for the Bridge Loans, (y) the
note purchase agreements for the Senior Notes as in effect on the date hereof
and (z) the indenture for the Splitco Notes, as originally in effect) which, (a)
directly or indirectly prohibits or restrains, or has the effect of prohibiting
or restraining, or imposes materially adverse conditions upon, the incurrence of
the Obligations, the granting of Liens to secure the Obligations (other than
agreements by the Borrower that it will grant Liens to secure any Swap Agreement
to the same extent as, and pari passu with, any Liens granted to secure the
Obligations), the provision of the Subsidiary Guaranty, the amending of the Loan
Documents or the ability of any Subsidiary (other than a special purpose
Subsidiary created for the purpose of entering into the Accounts Receivable
Financing Program) to (i) pay dividends or make other distributions on its
capital stock, (ii) make loans or advances to the Borrower or (iii) repay loans
or advances from the Borrower or (b) contains any provision which would be
violated or breached by the making of Loans, by the issuance of Letters of
Credit or by the performance by the Borrower or any Subsidiary of any of its
obligations under any Loan Document.

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
6.13. ERISA
Compliance.

       

      With
respect to any Plan, neither the Borrower nor any Subsidiary shall:

       

      (a) engage in
any “prohibited transaction” (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) for which a civil penalty pursuant to Section 502(i)
of ERISA or a tax pursuant to Section 4975 of the Code in excess of $10,000,000
could be imposed;

       

      (b) permit
the occurrence of any Termination Event which could result in a liability to the
Borrower or any other member of the Controlled Group in excess of $10,000,000;
or

       

      (c) permit
the establishment or amendment of any Plan or fail to comply with the applicable
provisions of ERISA and the Code with respect to any Plan which could result in
liability to the Borrower or any other member of the Controlled Group which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

       

      SECTION
6.14. Restricted
Payments.  The Borrower will not, and will not permit any of
its Subsidiaries to, declare, pay or make, or agree to declare, pay or make,
directly or indirectly, any Restricted Payment, except (a) the Borrower may
declare and pay dividends with respect to its Equity Interests payable solely in
additional shares of its common stock, (b) Subsidiaries may declare and pay
dividends ratably with respect to their Equity Interests and (c) so long as no
Default exists immediately prior to or immediately after giving effect to such
Restricted Payment, the Borrower may make other Restricted
Payments.

       

      SECTION
6.15. Swap
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which the Borrower or any Subsidiary
has actual exposure (other than those in respect of Equity Interests of the
Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to
floating rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of the Borrower or
any Subsidiary.

       

      SECTION
6.16. Sale and Leaseback
Transactions.  The Borrower will not, nor will it permit any
Subsidiary to, enter into or suffer to exist any Sale and Leaseback Transaction
other than Sale and Leaseback Transactions, the aggregate proceeds of which when
added to the amount of Indebtedness secured by Liens permitted under Section
6.08(k), do not exceed $35,000,000.

       

       

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
6.17. Financial
Covenants.  The Borrower on a consolidated basis with its
Subsidiaries shall:

       

      (a) Leverage Ratio.  As
of the end of each Fiscal Quarter, maintain a Leverage Ratio of not more than
3.75:1.00; and

       

      (b) Interest Expense Coverage
Ratio.  As of the end of each four Fiscal Quarters ending after
the date hereof, maintain an Interest Expense Coverage Ratio of not less than
3.00:1.00.

       

      ARTICLE
VII

       

      


       

      Events of
Default

       

      If any of
the following events (“Events of Default”)
shall occur:

       

      (a) Any
representation or warranty made or deemed made by or on behalf of the Borrower
or any of its Subsidiaries to the Lenders or the Administrative Agent under or
in connection with this Agreement, any other Loan Document, any Loan, any Letter
of Credit or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be false in any material respect on
the date as of which made or deemed made;

       

      (b) Nonpayment
of (i) any principal of any Loan or any reimbursement obligation in respect of
any LC Disbursement when due, or (ii) any interest upon any Loan or any
commitment fee or other fee or obligations under any of the Loan Documents
within five days after the same becomes due;

       

      (c) The
breach by the Borrower of any of the terms or provisions of Section 5.02,
Section 5.03(a), Section 5.10, Sections 6.01 through 6.12 and Sections 6.14
through Section 6.17;

       

      (d) The
breach by the Borrower (other than a breach which constitutes a Default under
clause (a), (b) or (c) of this Article) of any of the terms or provisions of
this Agreement which is not remedied within thirty (30) days after written
notice from the Administrative Agent or any Lender;

       

      (e) Failure
of the Borrower or any of its Subsidiaries to pay any Material Indebtedness when
due; or the default by the Borrower or any of its Subsidiaries in the
performance of any term, provision or condition contained in any agreement or
agreements under which any such Indebtedness was created or is governed, or the
occurrence of any other event or existence of any other condition, the effect of
any of which is to cause, or to permit the holder or holders of such
Indebtedness to cause, such Indebtedness to become due prior to its stated
maturity; or any such Indebtedness of the Borrower or any of its Subsidiaries
shall be declared to be due and payable or required to be prepaid (other than by
a regularly scheduled payment) prior to the stated maturity
thereof;

       

       

       

       

       

      
        
          
          

        

        
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      (f) The
Borrower or any of its Subsidiaries shall (i) have an order for relief entered
with respect to it under the federal bankruptcy laws as now or hereafter in
effect, (ii) make an assignment for the benefit of creditors, (iii) apply for,
seek, consent to, or acquiesce in, the appointment of a receiver, custodian,
trustee, examiner, liquidator or similar official for it or any Substantial
Portion of its Property, (iv) institute any proceeding seeking an order for
relief under the federal bankruptcy laws as now or hereafter in effect or
seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate action to authorize or effect any of the foregoing actions
set forth in this clause (f), (vi) fail to contest in good faith any appointment
or proceeding described in clause (g) of this Article or (vii) become unable to
pay, not pay, or admit in writing its inability to pay, its debts generally as
they become due;

       

      (g) Without
the application, approval or consent of the Borrower or any of its Subsidiaries,
a receiver, trustee, examiner, liquidator or similar official shall be appointed
for the Borrower or any of its Subsidiaries or any Substantial Portion of its
Property, or a proceeding described in clause (f)(iv) of this Article shall be
instituted against the Borrower or any of its Subsidiaries and such appointment
continues undischarged or such proceeding continues undismissed or unstayed for
a period of thirty consecutive days;

       

      (h) Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of (each a “Condemnation”), all
or any portion of the Property of the Borrower and its Subsidiaries which, when
taken together with all other Property of the Borrower and its Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes a Substantial Portion;

       

      (i) The
Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond
or otherwise discharge any judgments or orders for the payment of an aggregate
amount in excess of $35,000,000, which is not covered by undisputed insurance or
stayed on appeal or otherwise being appropriately contested in good faith and as
to which no enforcement actions have been commenced;

       

      (j) Any
Change in Control shall occur;

       

      (k) Except as
otherwise expressly permitted hereby, the Subsidiary Guaranty shall fail to
remain in full force or effect or any action shall be taken to discontinue or to
assert the invalidity or unenforceability of the Subsidiary Guaranty, or any
Guarantor shall fail to comply with any of the terms or provisions of the
Subsidiary Guaranty, or any Guarantor denies that it has any further liability
under the Subsidiary Guaranty, or gives notice to such effect;

       

       

       

       

       

       

      
        
          
          

        

        
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      (l) The
Pledge Agreement shall cease to be in full force and effect, or shall cease to
give the Pledgee for the benefit of the Secured Creditors, the Liens, rights,
powers and privileges purported to be created thereby, or any pledgor shall deny
or disaffirm such pledgor’s obligations under the Pledge Agreement or the Liens
granted thereunder, or (ii) any pledgor shall default in the due performance or
observance of any term, covenant or agreement on its part to be performed or
observed pursuant to the Pledge Agreement and such default shall continue beyond
the period of grace, if any, specifically applicable thereto pursuant to the
terms of the Pledge Agreement;

       

      (m) The
Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
an amount which could reasonably be expected to have a Material Adverse Effect
or any Reportable Event shall occur in connection with any Plan; or

       

      (n) The
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result of such reorganization or termination the aggregate annual
contributions of the Borrower and the other members of the Controlled Group
(taken as a whole) to all Multiemployer Plans which are then in reorganization
or being terminated have been or will be increased over the amounts contributed
to such Multiemployer Plans for the respective plan years of each such
Multiemployer Plan immediately preceding the plan year in which the
reorganization or termination occurs by an amount exceeding
$35,000,000;

       

      then, and
in every such event (other than an event with respect to the Borrower described
in clause (f) or (g) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower; and
in case of any event with respect to the Borrower described in clause (f) or (g)
of this Article, the Commitments shall automatically terminate and the principal
of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the
Borrower.  For purposes hereof, an Event of Default described in
subsection (e) above arising out of a breach by the Borrower of any
financial covenant restricting any leverage ratio of the
Borrower contained in the Senior Notes, the indenture for the Splitco Notes
or related documentation shall be deemed to be continuing hereunder
notwithstanding its waiver, whether accomplished by waiver, amendment or
otherwise (a “Waiver”), by the
holders of the Senior Notes or the Splitco Notes, as applicable, unless (i)
the holders of the applicable Indebtedness receive no monetary or other
consideration for such Waiver (including any prepayment of such Indebtedness or
agreement to prepay such Indebtedness) other than an amendment or waiver fee not
exceeding .10% of the aggregate principal amount of the applicable Indebtedness
and (ii) the terms of the applicable Indebtedness are not modified in any manner
favorable to the holders of the applicable Indebtedness in connection with such
Waiver.

       

       

      
 

      
        
          
          

        

        
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      ARTICLE
VIII

       

      The Administrative
Agent

       

      Each of
the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms hereof, together with such actions and powers as are
reasonably incidental thereto.

       

      The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

       

      The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and (c) except as expressly set
forth herein, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any
capacity.  The Administrative Agent shall not be liable for any action
taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or in the absence of its
own gross negligence or willful misconduct.  The Administrative Agent
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower or a Lender,
and the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement, (ii) the contents of any certificate,
report or other document delivered hereunder or in connection herewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

       

       

       

       

       

       

      
        
          
          

        

        
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      The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

       

      The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

       

      Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower.  Upon any
such resignation, the Required Lenders shall have the right, in consultation
with the Borrower, to appoint a successor.  If no successor shall have
been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank.  Upon the acceptance of its appointment as Administrative
Agent hereunder by a successor, such successor shall succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder.  The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall continue in effect for the
benefit of such retiring Administrative Agent, its sub agents and their
respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while it was acting as Administrative Agent.

       

      Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or thereunder.

       

      The
foregoing provisions of this Article VIII shall be applicable mutatis mutandis to the
Pledgee.

       

       

       

       

       

      
        
          
          

        

        
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      Without
limiting the foregoing, if any collateral under any Pledge Agreement or any
Subsidiary is sold in a transaction permitted hereunder (excluding sales to the
Borrower or a Subsidiary thereof) then (a) as and to the extent provided in the
Pledge Agreement, such collateral shall be sold free and clear of the Liens
created by the Pledge Agreement and (b) in the case of such a sale of a
Guarantor, such Guarantor and its subsidiaries shall be released from the
Subsidiary Guaranty and, in each case, the Administrative Agent shall be
authorized to take any actions deemed appropriate in order to effect the
foregoing.

       

      ARTICLE
IX

       

      Miscellaneous

       

      SECTION
9.01. Notices.  (a)
Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

       

      (i) if to the
Borrower or any Guarantor, to it at Ralcorp Holdings, Inc., 800 Market Street,
Suite 2900, St. Louis, Missouri 63101, Attention of Scott Monette, Corporate
Vice President and Treasurer (Telecopy No. (314) 877-7729);

       

      (ii) if to the
Administrative Agent or to JPMorgan Chase Bank, N.A. individually, to JPMorgan
Chase Bank, N.A., 10 South Dearborn, Floor 7, Chicago, Illinois 60603, Attention
of Sabana Johnson (Telecopy No. (312) 385-7096);

       

      (iii) if to an
Issuing Bank, to it c/o the Administrative Agent at the address set forth in
clause (ii) above;

       

      (iv) if to the
Swingline Lender, to it c/o the Administrative Agent at the address set forth in
clause (ii) above; and

       

      (v) if to any
other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

       

      (b) Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Article II unless otherwise agreed by the Administrative Agent and
the applicable Lender.  The Administrative Agent or the Borrower may,
in its discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices
or communications.

       

      (c) Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
9.02. Waivers;
Amendments.  (a) No failure or delay by the Administrative
Agent, the Issuing Bank or any Lender in exercising any right or power hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power.  The rights and remedies of
the Administrative Agent, the Issuing Bank and the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall
not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time.

       

      (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender, (ii) reduce the principal amount of any Loan or LC
Disbursement or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone the scheduled date
of expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.18(b) or (c) or any other provision
hereof in a manner that would alter the pro rata sharing of payments required
thereby (except for changes pursuant to part (c) of the seventh sentence of
Section 2.09(d)) or the definition of “Applicable Percentage”, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender or (vi) release all or substantially
all of the collateral under the Pledge Agreement(s) or release any Guarantor
from its obligations under the Subsidiary Guaranty, except in connection with
the sale of a Guarantor or its parent entity permitted under this Agreement,
without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without
the prior written consent of the Administrative Agent, the Issuing Bank or the
Swingline Lender, as the case may be.

       

      SECTION
9.03. Expenses; Indemnity; Damage
Waiver.  (a) The Borrower shall pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and its Affiliates,
including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of this
Agreement or any actual or proposed amendments, modifications or waivers of the
provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing 

       

       

       

       

       

       

      
        
          
          

        

        
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      Bank in
connection with the issuance, amendment, renewal or extension of any Letter of
Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, the Issuing Bank or any Lender, including
the fees, charges and disbursements of any counsel for the Administrative Agent,
the Issuing Bank or any Lender, in connection with the enforcement or protection
of its rights in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of pocket expenses incurred
during  any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

       

      (b) The
Borrower shall indemnify the Administrative Agent, the Issuing Bank, the Pledgee
and each Lender, and each Related Party of any of the foregoing Persons (each
such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by the Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

       

      (c) To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent, the Issuing Bank, the Swingline Lender or the Pledgee
under paragraph (a) or (b) of this Section, each Lender severally agrees to pay
to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the
case may be, such Lender’s Applicable Percentage (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
as such.

       

      (d) To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

       

       

       

       

       

       

      
        
          
          

        

        
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      (e) All
amounts due under this Section shall be payable promptly after written demand
therefor.

       

      SECTION
9.04. Successors and
Assigns.  (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

       

      (b)   (i)  Subject to the
conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

       

      (A) the
Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee;

       

      (B) the
Administrative Agent, provided that no
consent of the Administrative Agent shall be required for an assignment of any
Commitment to an assignee that is a Lender with a Commitment immediately prior
to giving effect to such assignment; and

       

      (C) the
Issuing Bank.

       

      (ii) Assignments
shall be subject to the following additional conditions:

       

      (A) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loans of any Class, the amount of the Commitment or Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000, unless each of the
Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

       

       

       

       

       

       

      
        
          
          

        

        
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      (B) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement, provided that this
clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans;

       

      (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

       

      (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
Credit Contacts to whom all syndicate-level information (which may contain
material non-public information about the Borrower and its affiliates, the
Guarantors and their related parties or their respective securities) will be
made available and who may receive such information in accordance with the
assignee’s compliance procedures and applicable laws, including Federal and
state securities laws.

       

      For the
purposes of this Section 9.04(b), the term “Approved Fund” has
the following meaning:

       

      “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

       

                  (iii)     Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03).  Any assignment or transfer by a Lender of
rights or obligations under this Agreement that does not comply with this
Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (c) of this Section.

       

                  (iv)     The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans and LC
Disbursements owing to, each Lender pursuant to the terms hereof from time to
time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower, the Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

       

       

       

       

       

      
        
          
          

        

        
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                  (v)     Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e),
2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in
the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon.  No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.

       

      (c)  (i)     Any
Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Bank and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such
Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this
Section.  To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a
Lender.

       

      (ii)  A
Participant shall not be entitled to receive any greater payment under Section
2.15 or 2.17 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as
though it were a Lender.

       

       

       

       

       

      
        
          
          

        

        
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      (d) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

       

      SECTION
9.05. Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

       

      SECTION
9.06. Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

       

      SECTION
9.07. Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

       

       

       

       

       

       

      
        
          
          

        

        
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      SECTION
9.08. Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

       

      SECTION
9.09. Governing Law; Jurisdiction;
Consent to Service of Process.  (a) This Agreement shall
be construed in accordance with and governed by the law of the State of New
York.

       

      (b) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
Property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent, the Issuing Bank
or any Lender may otherwise have to bring any action or proceeding relating to
this Agreement against the Borrower or its Properties in the courts of any
jurisdiction.

       

      (c) The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

       

      (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing in this Agreement will
affect the right of any party to this Agreement to serve process in any other
manner permitted by law.

       

      SECTION
9.10. WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT
NO

       

       

       

       

       

      
        
          
          

        

        
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       REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       

      SECTION
9.11. Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

       

      SECTION
9.12. Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies hereunder
or any suit, action or proceeding relating to this Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
non-confidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis
prior to disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

       

      EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO
IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND  ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

       

       

       

       

       

       

      
        
          
          

        

        
          67

          
            

          

        

        
          
          

        

      

       

       

       

       

       

       

      ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES,
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND ITS
SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.

       

      SECTION
9.13. Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest rate applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively the “Charges”), shall
exceed the maximum lawful rate (the “Maximum Rate”) which
may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in
respect thereof, shall be limited to the Maximum Rate and, to the extent lawful,
the interest and Charges that would have been payable in respect of such Loan
but were not payable as a result of the operation of this Section shall be
cumulated and the interest and Charges payable to such Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by such Lender.

       

      SECTION
9.14. USA PATRIOT
Act.  Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”) hereby notifies the Borrower that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender to identify the Borrower in
accordance with the Act.

       

      SECTION
9.15. Waiver of Required Notice of
Termination.  By its execution of this Agreement, JPMorgan
Chase Bank, N.A. in its capacity as a lender and as administrative agent under
the Existing Credit Agreement and the Lenders which are also “Lenders” under the
Existing Agreement, constituting the “Required Lenders” under the Existing
Agreement hereby concurrently waive the requirement set forth in Section 2.6(b)
of the Existing Credit Agreement that the Borrower deliver at least three
Business Days advance notice prior to terminating the commitments
thereunder.

       

       

       

       

       

      
 

      
        
          
             


          

          
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

       

      RALCORP
HOLDINGS, INC.

       

      By            /s/
S. Monette

       

      Name:    S.
Monette

      Title:     
Corporate Vice President and Treasurer

       

      JPMORGAN
CHASE BANK, N.A., individually, as Administrative Agent, Swingline Lender and
Issuing Bank

       

      By            /s/
Jason A. Rastoviski

       

      Name:    Jason A.
Rastoviski

      Title:             
Vice President

       

      SUNTRUST
BANK

       

      By           
/s/ M. Gabe Bonfield

       

      Name:    M. Gabe
Bonfield

      Title:      Vice
President

       

      BANK OF
AMERICA, N.A.

       

      By           
/s/ Michael Delaney

       

      Name:    Michael
Delaney

      Title:      Vice
President

       

      DEUTSCHE
BANK AG NEW YORK BRANCH

       

      By           
/s/ Heidi Sandquist

       

      Name:    Heidi
Sandquist

      Title:      Vice
President

      
         

        By           
/s/ Ming K. Chu

         

        Name:    Ming K.
Chu

        Title:      Vice
President

         

      

      THE BANK
OF TOKYO-MITSUBISHI UFJ, LTD.

       

      By           
/s/ Victor Pierzchalski

       

      Name:    Victor
Pierzchalski

      Title:     
Authorized Signatory

       

      
        
          
          

        

        
          69

          
            

          

        

        
          
          

        

      

       

       

       

       

       

      WACHOVIA
BANK, NATIONAL ASSOCIATION

       

      By            /s/
Mark S. Supple

       

      Name:    Mark S.
Supple

      Title:      Vice
President

       

      WELLS
FARGO BANK, N.A.

       

      By           
/s/ Siamak Saidi

       

      Name:    Siamak
Saidi

      Title:      Vice
President

       

      U.S.
BANK, NATIONAL ASSOCIATION

       

      By            
/s/ Jason C. Nadler

       

      Name:    Jason C.
Nadler

      Title:      Vice
President

       

      PNC BANK,
NATIONAL ASSOCIATION

       

      By           
/s/ Dale A. Stein 

       

      Name:    Dale A.
Stein

      Title:      Senior
Vice President

       

      AGFIRST
FARM CREDIT BANK

       

      By           
/s/ Steven J. O'Shea

       

      Name:    Steven J.
O'Shea

      Title:      Vice
President

       

      FARM
CREDIT BANK OF TEXAS

       

      By           
/s/ Luis M. H. Requejo

       

      Name:    Luis M. H.
Requejo, Ph.D.

      Title:     
Managing Director Capital Markets

       

      BARCLAYS
BANK PLC

       

      By           
/s/ Nicholas A. Bell

       

      Name:    Nicholas A.
Bell

      Title:     
Director

       

      
        
          
          

        

        
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      COBANK,
ACB

       

      By           
/s/ S. Richard Dill

       

      Name:    S. Richard
Dill

      Title:      Vice
President

       

      COMMERCE
BANK, N.A.

       

      By           
/s/ Douglas P. Best

       

      Name:    Douglas P.
Best

      Title:      Vice
President

       

      FCS
FINANCIAL, PCA

       

      By           
/s/ Sean Vaterreiner

       

      Name:    Sean
Vaterreiner

      Title:      Senior
Lending Officer

       

      GREENSTONE
FARM CREDIT SERVICES, ACA/FLCA

       

      By            
/s/ Jeff Pavlik 

       

      Name:    Jeff
Pavlik

      Title:      Vice
President

       

      


       

      


      
        
          
             


          

          
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      Schedule
1.01    

       

      PRICING
SCHEDULE

       

      
        	
                Applicable
      Rate

              	
                Level
      I

                Status

              	
                Level
      II Status

              	
                Level
      III Status

              	
                Level
      IV Status

              	
                Level
      V Status

              
	
                Eurodollar

                Spread

              	
                 

                .75%

              	
                 

                1.00%

              	
                 

                1.25%

              	
                 

                1.50%

              	
                 

                1.75%

              
	
                ABR

                Spread

              	
                 

                0%

              	
                 

                0%

              	
                 

                0%

              	
                 

                .25%

              	
                 

                .50%

              
	
                Commitment
      Fee

                Rate

              	
                 

                .150%

              	
                 

                .175%

              	
                 

                .200%

              	
                 

                .250%

              	
                 

                .300%

              


      

       

      For the
purposes of this Schedule, the following terms have the following meanings,
subject to the final paragraph of this Schedule:

       

      “Financials”
means the annual or quarterly financial statements of the Borrower delivered
pursuant to Section 5.01 of this Agreement.

       

      “Level I
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, the Net Leverage Ratio is
less than or equal to 2.00 to 1.00.

       

      “Level II
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status and (ii) the Net Leverage Ratio is less than or
equal to 2.50 to 1.00.

       

      “Level
III Status” exists at any date if, as of the last day of the fiscal quarter of
the Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status or Level II Status and (ii) the Net Leverage Ratio
is less than or equal to 3.00 to 1.00.

       

      “Level IV
Status” exists at any date if, as of the last day of the fiscal quarter of the
Borrower referred to in the most recent Financials, (i) the Borrower has not
qualified for Level I Status, Level II Status or Level III Status and (ii) the
Net Leverage Ratio is less than or equal to 3.50 to 1.00.

       

      “Level V
Status” exists at any date if the Borrower has not qualified for Level I Status,
Level II Status, Level III Status or Level IV Status.

       

      “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status, or
Level V Status.

       

      The
Applicable Rate shall be determined in accordance with the foregoing table based
on the Borrower’s Status as reflected in the then most recent
Financials.  Adjustments, if any, to the Applicable Rate shall be
effective five Business Days after the 

       

       

       

       

       

       

      
        
          
          

        

        
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      Administrative
Agent has received the applicable Financials.  If the Borrower fails
to deliver the Financials to the Administrative Agent at the time required
pursuant to the Credit Agreement, then the Applicable Rate shall be the highest
Applicable Rate set forth in the foregoing table until five Business Days after
such Financials are so delivered.  Until adjusted after delivery of
the Financials for the Fiscal Quarter ending June 30, 2008, (i)
Level III Status shall be deemed to exist until the date of the merger of
Cable Holdco, Inc. with and into Ralcorp Mailman LLC (the “Merger”) and (ii)
Level IV Status shall be deemed to exist thereafter; provided, however, that prior
to any Status adjustment made based upon the Financials for the Fiscal Quarter
ending September 30, 2008, the Borrower’s Status shall be no lower than
Level III Status on or prior to the date of the Merger and  no
lower than Level IV  Status after the date of the Merger. 
Notwithstanding the foregoing, if subsequent to the Merger, the Borrower shall
deliver to the Administrative Agent the Financials for the Fiscal Quarter ending
June 30, 2008 accompanied by a Net Leverage Certificate (as defined below), then
Level III Status shall be deemed to exist as of the fifth Business Day following
such delivery and shall remain in effect until adjusted after delivery of the
Financials for the Fiscal Quarter ending September 30, 2008. “Net Leverage
Certificate” means a certificate of an Authorized Officer in form and
substance  reasonably satisfactory to the Administrative Agent
demonstrating that the pro-forma Net Leverage Ratio as of June 30, 2008
(treating all Indebtedness of the Borrower and its Subsidiaries (including
Indebtedness incurred in connection with the Merger) incurred after June 30,
2008 as if incurred and outstanding on such date) was less than 3.0 to
1.0.

       

      


       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
             


          

          
            2